IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Cordillera Golf Club, LLC, 1 dba The Club at Cordillera, Debtor.

Chapter 11 Case No. 12-11893 ('---_-----')

DEBTOR'S MOTION FOR AN ORDER PURSUANT TO SECTION 366 OF THE BANKRUPTCY CODE (I) PROHIBITING UTILITY COMPANIES FROM ALTERING, REFUSING, OR DISCONTINUING UTILITY SERVICES, (II) DEEMING UTILITY COMPANIES ADEQUATELY ASSURED OF FUTURE PERFORMANCE, (III) ESTABLISHING PROCEDURES FOR DETERMINING ADEQUATE ASSURANCE OF PAYMENT; AND (IV) SETTING A FINAL HEARING RELATED THERETO Cordillera Golf Club, LLC, the debtor and debtor in possession in the abovecaptioned case (the "Debtor"), by and through its proposed undersigned counsel, hereby moves this Court (the "Motion") for entry of an interim and final order substantially in the forms of Exhibits Band C attached hereto (the "Interim Order" and "Final Order" respectively, and together, the "Orders") pursuant to section 366(b) of title 11 ofthe United States Code (the "Bankruptcy Code"), (a) prohibiting the Debtor's utility service providers from altering, refusing, or discontinuing utility services on account of pre-petition invoices; (b) deeming the Debtor's utility service providers adequately assured of future performance, (c) establishing procedures for determining additional adequate assurance of future payment and authorizing the Debtor to provide adequate assurance of future payment to the Debtor's utility service providers, and (d) setting a final hearing related thereto. The facts and circumstances supporting this Motion are set forth in the concurrently filed Declaration ofDanielL. Fitchett in support of Chapter 11

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.

01:12210281.8

Petitions and First Day Relief(the "First Day Declaration"). In further support of this Motion, the Debtor respectfully states as follows: JURISDICTION 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 13 34 and the Amended Standing Order ofReference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2), and the Court may enter a final order consistent with Article III of the United States Constitution. Venue is proper in this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory and legal predicates for the relief requested herein are sections 105(a) and 366(b) of the Bankruptcy Code. BACKGROUND 2. On the date hereof (the "Petition Date"), the Debtor filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. Concurrently with this Motion, the Debtor has also filed motions or applications seeking certain "first day" relief. 3. The Debtor has continued in possession of its properties and has

continued to operate and maintain its business as a debtor in possession pursuant to sections 1107(a) and 1108 ofthe Bankruptcy Code. 4. No request has been made for the appointment of a trustee or examiner

and no official committee has been established in this case. 5. Additional information about the Debtor's business and the events

leading up to the Petition Date can be found in the First Day Declaration, which is incorporated herein by reference.

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RELEVANT BACKGROUND
6. In connection with the operation of its business, the Debtor has

approximately fifteen accounts with various utility companies (the "Utility Companies") to obtain electricity, natural gas, fuel, water, sewer, telephone, television, internet connectivity, waste management and/or other similar services (collectively, the "Utility Services"). Annexed hereto as Exhibit A2 is a list of Utility Companies providing services to the Debtor as of the Petition Date. 7. In general, the Debtor has established a good payment history with

virtually all of its Utility Companies, consistently making payments on a regular and timely basis. The Debtor pays on average approximately $64,000 per month on account of the Utility Services. To the best of the Debtor's knowledge, there are no defaults or arrearages of any significance with respect to the Debtor's undisputed Utility Services invoices, other than the payment interruptions that may be caused by the commencement of this chapter 11 case.

RELIEF REQUESTED
8. The Debtor requests that the Court enter the Interim Order, annexed

hereto as Exhibit B, and the Final Order, annexed hereto as Exhibit C, (a) prohibiting the Utility Companies from altering, refusing or discontinuing Utility Services on account of pre-petition invoices, including the making of demands for security deposits or accelerated payment terms; (b) determining that the Debtor has provided each of the Utility Companies with "adequate assurance of payment" within the meaning of section 366 of the Bankruptcy Code ("Adequate

The Debtor has endeavored to identify all of the Utility Companies and list them on Exhibit A hereto. However, inadvertent omissions may have occurred, and the omission from Exhibit A hereto of any entity providing utility services to the Debtor shall not be construed as an admission, waiver, acknowledgement or consent that section 366 of the Bankruptcy Code does not apply to such entity. If the Debtor identifies any entity that was inadvertently excluded from Exhibit A hereto, it will promptly provide that entity with a copy of either (i) the Interim Order and Motion, or (ii) if entered, the Final Order.

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Assurance"), based, inter alia, on the Debtor's establishment of a segregated account containing an amount equal to 50% of the Debtor's estimated monthly cost of the Utility Services, which may be adjusted by the Debtor to account for the termination of certain Utility Services by the Debtor on account of any closed business locations or by agreement between the Debtor and the affected Utility Company; (c) upon entry of the Final Order, establishing procedures for determining additional Adequate Assurance of future payment, if any, and authorizing the Debtor to provide Adequate Assurance of future payment to the Utility Companies (the "Assurance Procedures"); and (d) setting a final hearing (the "Final Hearing") on the proposed Adequate Assurance and Assurance Procedures. 9. As more fully set forth in the Motion, the Debtor will establish a

segregated account containing an amount equal to 50% of the Debtor's estimated monthly cost of the Utility Services in order to provide Adequate Assurance of the Debtor's future payment of its utility bills. 10. Uninterrupted utility service is vital to the continued operation of the

Debtor's businesses and, consequently, to the success of its chapter 11 case. Termination of utility services provided to the Debtor (even temporarily) could result in the disruption of the Debtor's business, and affect the ability of the Debtor to preserve and maximize the value of its estate. Thus, the relief requested herein is necessary and in the best interests of the Debtor's estate and its creditors.
BASIS FOR RELIEF

11.

If the Utility Companies are permitted to terminate Utility Services, the

Debtor could be forced to cease operations at their golf clubs. Thus, termination of any Utility Service will result in substantial (and potentially irreparable) disruption to the Debtor's business,

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as well as loss of revenue and profits. Any interruption of Utility Services would substantially diminish or impair the Debtor's efforts to preserve and maximize the value of its estate. It is therefore critical that Utility Services continue uninterrupted. 12. Section 366 of the Bankruptcy Code provides that, in a chapter 11 case,

during the initial thirty days after the commencement of a bankruptcy case, utilities may not alter, refuse or discontinue service to, or discriminate against, a debtor solely on the basis of the commencement of its case or the existence of pre-petition debts owed by the debtor. In a chapter 11 case, following the thirty-day period under section 366(c) ofthe Bankruptcy Code, utilities may discontinue service to the debtor if the debtor does not provide adequate assurance of future performance of its post-petition obligations in a form that is satisfactory to the utility, subject to the Court's ability to modify the amount of adequate assurance. 13. The Debtor intends to pay all undisputed post-petition charges for Utility

Services when due. Nonetheless, to provide adequate assurance of payment for future services to the Utility Companies, the Debtor proposes to deposit a sum of $32,000, which represents 50% of the Debtor's estimated monthly cost of the Utility Services into a newly created segregated bank account within twenty (20) days of the Petition Date (the "Utility Deposit"). Such bank account to be either interest-bearing or non-interest-bearing at the Debtor's election. 14. While the form of adequate assurance of payment may be limited to the

types of security enumerated in subsection 366(c)(l)(A)/ the determination ofthe amount ofthe adequate assurance is within the discretion of the Court. It is well established that the requirement that a utility receive adequate assurance of payment does not require a guarantee of

Section 366(c)(l)(A) provides that "assurance of payment" may be in the form of a cash deposit, letter of credit, certificate of deposit, surety bond, prepayment of utility consumption, or another form of security that is mutually agreed on between the utility and the debtor. 11 U.S.C. 366(c)(1 )(A).

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payment. Instead, the protection granted to a utility is intended to avoid exposing the utility to an unreasonable risk of nonpayment. 15. The Debtor submits that the Utility Deposit constitutes sufficient

adequate assurance to the Utility Companies. However, the Debtor proposes to establish the Assurance Procedures under which a Utility Company may request additional adequate assurance of payment. If any Utility Company believes additional assurance is required, it may request such additional assurance pursuant to the procedures set forth herein. The Assurance Procedures provide the following:

(a)

If a Utility Company is not satisfied with the assurance of future payment provided by the Debtor, the Utility Company must serve a written request (a "Request") upon co-counsel to the Debtor, Foley & Lardner LLP, 402 West Broadway, Suite 2100, San Diego, California 92101 (Attention: Christopher Celentino, Esq.) and Young Conaway Stargatt & Taylor, LLP, Rodney Square, 100 N. King Street, Wilmington, Delaware 19801 (Attention: Travis G. Buchanan, Esq.) setting forth the location(s) for which Utility Services are provided, the account number(s) for such location(s), the outstanding balance for each account, providing a report on and certifying the Debtor's payment history on each account for the previous twelve months, disclosing any existing security deposit and an explanation of why the Utility Deposit is not adequate assurance of payment. Without further order of the Court, the Debtor, in its sole discretion, may enter into agreements granting additional adequate assurance to a Utility Company and/or extend the Debtor's time to file a Determination Motion (as defined below). If the Debtor believes a Request is unreasonable, then it shall, within thirty (30) days after receipt of a Request (or such later date agreed to by the Debtor and the requesting party), file a motion (the "Determination Motion") pursuant to section 366(c)(3) of the Bankruptcy Code seeking a determination from the Court that the Utility Deposit, plus any additional consideration offered by the Debtor, 6

(b)

(c)

01:12210281.8

constitutes adequate assurance of payment. Pending notice and a hearing on the Determination Motion, the Utility Company that is the subject of the unresolved Request may not alter, refuse, or discontinue services to the Debtor. (d) The Utility Deposit shall be deemed adequate assurance of payment for any Utility Company that fails to make a Request.

16.

The Debtor requests a final hearing on this Motion to be held within

twenty-five (25) days of the Petition Date to ensure that, if a Utility Company argues it can unilaterally refuse service to the Debtor on the 31st day after the Petition Date, the Debtor will have the opportunity, to the extent necessary, to request that the Court make such modifications to the Assurance Procedures in time to avoid any potential termination of the Utility Services.
THE UTILITY COMPANIES WILL NOT BE PREJUDICED BY THE REQUESTED RELIEF

17.

On a monthly basis, the Debtor receives dozens of individual invoices for

Utility Services from its Utility Companies, with whom the Debtor may have multiple utility accounts. To the best of the Debtor's knowledge, there are no material defaults or arrearages with respect to undisputed Utility Service invoices, other than payment interruptions that may be caused by commencement of this chapter 11 case. 18. The Debtor's proposed method of furnishing adequate assurance of

payment for post-petition Utility Service is not prejudicial to the rights of any Utility Company, and is in the best interest of the Debtor's estate. This Court has granted similar relief to that requested herein following the enactment of the Bankruptcy Abuse Prevention and Consumer Protection Act of2005.
See,~'

In re Solar Trust of America, LLC, Case No. 12-11136 (KG)

(Bankr. D. Del. Apr. 30, 2012); In re Pemco World Air Services, Inc., Case No. 12-10799 (MFW) (Bankr. D. Del. Apr. 4, 2012); In re SP Newsprint Holdings LLC, Case No. 11-13649

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(CSS) (Bankr. D. Del. Dec. 7, 2011); In re Filene's Basement, LLC, Case No. 11-13511 (KJC) (Bankr. D. Del. Nov. 20, 2011); In re Real Mex Restaurants, Inc., Case No. 11-13122 (BLS) (Bankr. D. Del. Nov. 4, 2011); In re Graceway Pharmceuticals, LLC, Case No. 11-13036 (PJW) (Bankr. D. Del. Oct. 17, 2011). 19. Because uninterrupted utility service is vital to the continued operation of

the Debtor's business and, consequently, to the success of its chapter 11 case, the relief requested herein is necessary and in the best interests of the Debtor's estate and its creditors. Such relief ensures that the Debtor's business operations will not be disrupted, as well as providing Utility Companies and the Debtor with an orderly, fair procedure for determining "adequate assurance." 20. For the foregoing reasons, the Debtor believes that granting the relief

requested herein is appropriate and in the best interests of its estate and creditors.
NOTICE

21.

Notice of this Motion has been provided to: (i) the Office of the United

States Trustee; (ii) the United States Securities and Exchange Commission; (iii) the Office of the United States Attorney for the District of Delaware; (iv) the Internal Revenue Service; (v) the Debtor's twenty (20) largest unsecured creditors; (vi) the Debtor's cash management banks, (vii) counsel to prepetition secured lenders, and (viii) counsel to proposed post-petition secured lender. Notice of this Motion and any order entered hereon will be served in accordance with Local Rule 9013-1(m). In light of the nature of the relief requested herein, the Debtor submits that no other or further notice is necessary.
NO PRIOR REQUEST

22. this or any other Court.

The Debtor has not previously sought the relief requested herein from

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WHEREFORE, the Debtor respectfully seeks entry of the Interim Order, substantially in the form attached hereto as Exhibit B, and the Final Order, substantially in the form attached hereto as Exhibit C, authorizing the requested relief and such other and further relief as it deems just and proper. Dated: Wilmington, Delaware June 26, 2012 FOLEY & LARDNER LLP Christopher Celentino Erika Moribita Mikel Bistrow Pro Hac Vice Motions Pending 402 West Broadway, Suite 2100 San Diego, California 921 01 Telephone: (619) 234-6655 Facsimile: (619) 234-3510 -andYOUNG CONAWAY STARGATT & TAYLOR, LLP

(72- R. Nestor;3526) ~ Michael

Joseph M. Barry (No. 4221) Donald J. Bowman, Jr. (No. 4383) Kenneth J. Enos (No. 4544) 1000 N. King Street Rodney Square Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253

7/

Proposed Counsel for Debtor and Debtor in Possession

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EXHIBIT A
Utilities List

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'
.

'

'

VENDOR NAME
.

ACCOUNT NUMBER
.

, ..,

UTILITY TYPE

' <

',.,. , ,

AT&T Mobility PO Box 6463 Carol Stream, IL 60197-6463 Centurylink, Inc. PO Box 4300 Carol Stream, IL 60197-4300 Collett Enterprises, Inc. PO Box 439 Gypsum, CO 81637 Colorado River Water Conservation District PO Box 1120 Glenwood Springs, CO 81602-1120 Comcast Cable PO Box 34744 Seattle, WA 98124-1744 Direct TV PO Box 60036 Los Angeles, CA 90060-0036 Eagle River Water & Sanitation 846 Forest Road Vail, CO 81657 Ferrell Gas, Inc. PO Box 173 940 Denver, CO 80217-3940 Holy Cross Electric Association, Inc. PO Drawer 2150 Glenwood Springs, CO 81602-2150 Level 3 Communications, LLC PO Box 910182 Denver, CO 80291-0182

287015178755

Cell phone service

Several

Telephone

No Acct. # Assigned

Fuel

cw 99-12

Water - 10 acre feet

8497505180120561 8497505180002157 8497505180000904 037761648

Cable service

Cable service

Several

Water

6478826

Propane

Several

Utilities

1008154027

Telephone

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Source gas PO Box 6604 74 Dallas, TX 75226-0474 U.S. Department of the Interior Bureau of Reclamation Great Plains PO Box 301506 Los Angeles, CA 90030-1506 Vail Honeywagon Ltd., Inc. PO Box 4330 Edwards, CO 81632 Waste Management of Colorado, Inc. PO Box 78251 Phoenix, AZ 85062-8251 Western Slope Supplies Inc. PO Box 3779 Eagle, CO 81631-3779

Several

Utilities

6 R5589 6 R9215

Water

12015

Utilities

009000505125245 009000532225240

Utilities

50010700

Drinking water

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EXHIBITB
Interim Order

01:12210281.8

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Cordillera Golf Club, LLC, 1 dba The Club at Cordillera, Debtor.

Chapter 11 Case No. 12-11893

Ref. Docket No.
(~~)

INTERIM ORDER PURSUANT TO SECTION 366 OF THE BANKRUPTCY CODE (I) PROHIBITING UTILITY COMPANIES FROM ALTERING, REFUSING, OR DISCONTINUING UTILITY SERVICES, (II) DEEMING UTILITY COMPANIES ADEQUATELY ASSURED OF FUTURE PERFORMANCE, AND (Ill) SETTING A FINAL HEARING RELATED THERETO Upon the Motion2 of the debtor and debtor in possession in the above-captioned case (the "Debtor") for entry of interim and final orders pursuant to section 366 of the Bankruptcy Code, (i) prohibiting Utility Companies from altering, refusing, or discontinuing Utility Services, (ii) deeming Utility Companies adequately assured of future performance, (iii) establishing procedures for determining adequate assurance of payment, and (iv) setting a final hearing related thereto, all as described more fully in the Motion; and upon consideration of the Motion and all pleadings related thereto, including the First Day Declaration; and due and proper notice of this Motion having been given; and it appearing that no other or further notice is required; and it appearing that the Court has jurisdiction to consider the Motion in accordance with 28 U.S.C. 157 and 1334; and it appearing that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and it appearing that venue ofthis proceeding and this Motion is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that the relief requested is in the best

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
2

All capitalized terms used and not defmed herein shall have the meanings ascribed to them in the Motion.

01:12210281.8

interest of the Debtor, its estate, and creditors and after due deliberation, and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. 2. The Motion is granted on an interim basis. The Debtor is authorized, but not directed, to pay on a timely basis and in

accordance with its prepetition practices all undisputed invoices for postpetition Utility Services provided by the Utility Companies to the Debtor. 3. The Debtor shall, on or before twenty (20) days after the Petition Date,

deposit a sum of$32,000, which represents 50% ofthe Debtor's estimated monthly cost ofthe Utility Services (the "Utility Deposit") into a newly created segregated bank account (the "Utility Deposit Account"), with such Utility Deposit to be held in escrow, pending further order ofthe Court, which shall constitute adequate assurance of payment for each Utility Company for postpetition Utility Services provided to the Debtor. The Utility Deposit Account may be either interest-bearing or non-interest-bearing at the Debtor's election. 4. The Utility Deposit Account shall be maintained with a minimum balance

equal to 50% ofthe Debtor's estimated monthly cost of Utility Service, which may be adjusted by the Debtor (i) to account for the termination of Utility Services by the Debtor regardless of any Requests (as defined in the Motion) and/or agreements with Utility Companies, and (ii) in accordance with the terms of any agreement between the Debtor and the affected Utility Company. 5. Pending entry of the Final Order, the Utility Companies are prohibited

from altering, refusing or discontinuing Utility Services on the basis of the commencement of the Debtor's chapter 11 case or on account of any unpaid invoice for Utility Services provided

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before the Petition Date and from requiring the Debtor to furnish any additional deposit or other security to the Utility Companies for the continued provision of Utility Services. 6. Nothing in this Interim Order or the Motion shall be deemed to constitute

postpetition assumption or adoption of any agreement pursuant to section 365 of the Bankruptcy Code. 7. The deadline by which objections to the Motion and the Final Order must

be filed is _ _ _ _ _ _ _ _ _ , 2012 at 4:00p.m. (ET). A final hearing, if required, on the Motion will be held on _ _ _ _ _ _, 2012 at _ _ _ _ _ _ _.m. (ET). If no objections are filed to the Motion, the Court may enter the Final Order without further notice or hearing. 8. This Court shall retain jurisdiction with respect to all matters arising from

or related to the implementation and/or interpretation of this Interim Order. Dated: Wilmington, Delaware June _ _, 2012

United States Bankruptcy Judge

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EXHIBITC
Final Order

01:12210281.8

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Cordillera Golf Club, LLC, 1 dba The Club at Cordillera,

Chapter 11

Ref. Docket No.

Debtor. FINAL ORDER PURSUANT TO SECTION 366 OF THE BANKRUPTCY CODE (I) PROHIBITING UTILITY COMPANIES FROM ALTERING, REFUSING, OR DISCONTINUING UTILITY SERVICES, (II) DEEMING UTILITY COMPANIES ADEQUATELY ASSURED OF FUTURE PERFORMANCE, AND (III) ESTABLISHING PROCEDURES FOR DETERMINING ADEQUATE ASSURANCE OF PAYMENT Upon the Motion2 of the debtor and debtor in possession in the above-captioned case (the "Debtor") for entry of interim and final orders pursuant to section 366 ofthe Bankruptcy Code, (i) prohibiting Utility Companies from altering, refusing, or discontinuing Utility Services, (ii) deeming Utility Companies adequately assured of future performance, (iii) establishing procedures for determining adequate assurance of payment, and (iv) setting a final hearing related thereto, all as described more fully in the Motion; and upon consideration of the Motion and all pleadings related thereto, including the First Day Declaration; and due and proper notice of this Motion having been given; and it appearing that no other or further notice is required; and it appearing that the Court has jurisdiction to consider the Motion in accordance with 28 U.S.C. 157 and 1334; and it appearing that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and it appearing that venue of this proceeding and this Motion is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that the relief requested is in the best

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
2

All capitalized terms used and not defmed herein shall have the meanings ascribed to them in the Motion.

01:12210281.8

interest of the Debtor, its estate, and creditors and after due deliberation, and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. 2. The Motion is granted on a final basis. The Debtor is authorized, but not directed, to pay on a timely basis and in

accordance with its prepetition practices all undisputed invoices for postpetition Utility Services provided by the Utility Companies to the Debtor. 3. To the extent not already deposited, the Debtor shall, on or before the date

which is twenty (20) days after the Petition Date, deposit a sum of $32,000, which represents 50% of the Debtor's estimated monthly cost of the Utility Services (the "Utility Deposit") into a newly created segregated bank account (the "Utility Deposit Account"), with such Utility Deposit to be held in escrow, pending further order of the Court, which shall constitute adequate assurance of payment for each Utility Company for postpetition Utility Services provided to the Debtor. The Utility Deposit Account may be either interest-bearing or non-interest-bearing at the Debtor's election. 4. The Utility Deposit Account shall be maintained with a minimum balance

equal to 50% of the Debtor's estimated monthly cost of Utility Service, which may be adjusted by the Debtor (i) to account for the termination of Utility Services by the Debtor regardless of any Requests (as defined in the Motion) and/or agreements with Utility Companies, and (ii) in accordance with the terms of any agreement between the Debtor and the affected Utility Company. 5. Absent further order ofthe Court, the Utility Companies are prohibited

from altering, refusing or discontinuing Utility Services on the basis of the commencement of the

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Debtor's chapter 11 case or on account of any unpaid invoice for Utility Services provided before the Petition Date and from requiring the Debtor to furnish any additional deposit or other security to the Utility Companies for the continued provision of Utility Services. 6. If a Utility Company is not satisfied with the assurance of future payment

provided by the Debtor, the Utility Company must serve a written request (a "Request") upon cocounsel to the Debtor, Foley & Lardner LLP, 402 West Broadway, Suite 2100, San Diego, California 92101 (Attention: Christopher Celentino, Esq.) and Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801 (Attention: Travis G. Buchanan, Esq.) setting forth the location(s) for which Utility Services are provided, the account number(s) for such location(s), the outstanding balance for each account, providing a report on and certifying the Debtor's payment history on each account for the previous twelve months, disclosing any existing security deposit and an explanation of why the Utility Deposit is not adequate assurance of payment. 7. Without further order of the Court, the Debtor, in its sole discretion, may

enter into agreements granting additional adequate assurance to a Utility Company and/or extend the Debtor's time to file a Determination Motion (as defined below). 8. If the Debtor believes a Request is umeasonable, then it shall, within thirty

(30) days after receipt of a Request (or such later date agreed to by the Debtor and the requesting party), file a motion (the "Determination Motion") pursuant to section 366(c)(3) of the Bankruptcy Code seeking a determination from the Court that the Utility Deposit, plus any additional consideration offered by the Debtor, constitutes adequate assurance of payment.

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9.

Pending notice and a hearing on the Determination Motion, the Utility

Company that is the subject of the unresolved Request may not alter, refuse or discontinue services to the Debtor. 10. The Utility Deposit shall be deemed adequate assurance of payment for

any Utility Company that fails to make a Request. 11. Nothing in this Final Order or the Motion shall be deemed to constitute

postpetition assumption or adoption of any agreement pursuant to section 365 of the Bankruptcy Code. 12. This Court shall retain jurisdiction with respect to all matters arising from

or related to the implementation and/or interpretation of this Final Order. Dated: Wilmington, Delaware June _ _, 2012 United States Bankruptcy Judge

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