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Full title: Motion Prohibiting Utilities from Discontinuing Service Filed By American Eagle Delaware Holding Company LLC (Katona, Shanti)

Document posted on Jan 13, 2022 in the bankruptcy, 40 pages and 0 tables.

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The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number are: American Eagle Delaware Holding Company LLC (4248), American Eagle Palmer Park LLC (d/b/a Lark Springs) (5908), American Eagle Tuskawilla LLC (d/b/a Palmetto Landing) (9489), American Eagle Leesburg AL LLC (d/b/a Vista Lake) (6258), American Eagle Brandon LLC (d/b/a Aldea Green) (6168), American Eagle Leesburg MC LLC (d/b/a Vista Lake) (7577), American Eagle Venice Island LLC (d/b/a Maris Pointe) (1695), American Eagle Titusville LLC (d/b/a Crescent Wood) (7210), American Eagle Island Lake LLC (d/b/a Cascade Heights) (1975), American Eagle Eau Gallie LLC (d/b/a Greenwood Place) (1483), American Eagle Owatonna AL LLC (d/b/a Timberdale Trace) (0555), American Eagle Hanceville LLC (d/b/a Monarch Place) (8173), American Eagle Ravenna LLC (d/b/a Vista Veranda) (9216), American Eagle Newark LLC (d/b/a Hearth Brook) (7125), American Eagle Kingston LLC (d/b/a Sycamore Springs) (4882), American Eagle Hendersonville LLC (d/b/a Red Cedar Glen) (3669), and American Eagle Pleasant Prairie LLC (d/b/a Robin Way) (9483).The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number are: American Eagle Delaware Holding Company LLC (4248), American Eagle Palmer Park LLC (d/b/a Lark Springs) (5908), American Eagle Tuskawilla LLC (d/b/a Palmetto Landing) (9489), American Eagle Leesburg AL LLC (d/b/a Vista Lake) (6258), American Eagle Brandon LLC (d/b/a Aldea Green) (6168), American Eagle Leesburg MC LLC (d/b/a Vista Lake) (7577), American Eagle Venice Island LLC (d/b/a Maris Pointe) (1695), American Eagle Titusville LLC (d/b/a Crescent Wood) (7210), American Eagle Island Lake LLC (d/b/a Cascade Heights) (1975), American Eagle Eau Gallie LLC (d/b/a Greenwood Place) (1483), American Eagle Owatonna AL LLC (d/b/a Timberdale Trace) (0555), American Eagle Hanceville LLC (d/b/a Monarch Place) (8173), American Eagle Ravenna LLC (d/b/a Vista Veranda) (9216), American Eagle Newark LLC (d/b/a Hearth Brook) (7125), American Eagle Kingston LLC (d/b/a Sycamore Springs) (4882), American Eagle Hendersonville LLC (d/b/a Red Cedar Glen) (3669), and American Eagle Pleasant Prairie LLC (d/b/a Robin Way) (9483).Pending resolution of any such Adequate Assurance Dispute or, alternatively, modification of the amount of the Adequate Assurance Deposit for one/more Utility Provider(s) pursuant to 11 U.S.C. § 366(c)(3), any such Utility Provider shall be prohibited from altering, refusing, or discontinuing service to the Debtors on account of unpaid charges for prepetition services, the filing of the Chapter 11 Cases, or any objection to the adequacy of the Proposed Adequate Assurance;i) Upon the termination of Utility Services, the Debtors may, in their discretion and upon fourteen (14) days’ notice to the Notice Parties and all affected Utility Providers, reduce the Adequate Assurance Deposit by an amount not

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 American Eagle Delaware Holding Company LLC, et al.,1 Case No. 22-_____ (___) Debtors. (Joint Administration Pending) MOTION OF DEBTORS FOR ENTRY OF INTERIM AND FINAL ORDERS (I) PROHIBITING UTILITY PROVIDERS FROM ALTERING, REFUSING, OR DISCONTINUING SERVICE, (II) APPROVING THE DEBTORS’ PROPOSED ADEQUATE ASSURANCE OF PAYMENT FOR POSTPETITION SERVICES, AND (III) ESTABLISHING PROCEDURES FOR RESOLVING REQUESTS FOR ADDITIONAL ADEQUATE ASSURANCE OF PAYMENT The above-captioned debtors and debtors in possession (the “Debtors”) hereby move this Court (the “Motion”), pursuant to sections 105(a) and 366 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”); Rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”); and Rule 9013-1(m) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), for entry of interim and final orders substantially in the forms annexed hereto as Exhibit A and Exhibit B (the “Interim Order” and the “Final Order”) respectively, (i) prohibiting Utility Providers (as defined below) from altering, refusing, or 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number are: American Eagle Delaware Holding Company LLC (4248), American Eagle Palmer Park LLC (d/b/a Lark Springs) (5908), American Eagle Tuskawilla LLC (d/b/a Palmetto Landing) (9489), American Eagle Leesburg AL LLC (d/b/a Vista Lake) (6258), American Eagle Brandon LLC (d/b/a Aldea Green) (6168), American Eagle Leesburg MC LLC (d/b/a Vista Lake) (7577), American Eagle Venice Island LLC (d/b/a Maris Pointe) (1695), American Eagle Titusville LLC (d/b/a Crescent Wood) (7210), American Eagle Island Lake LLC (d/b/a Cascade Heights) (1975), American Eagle Eau Gallie LLC (d/b/a Greenwood Place) (1483), American Eagle Owatonna AL LLC (d/b/a Timberdale Trace) (0555), American Eagle Hanceville LLC (d/b/a Monarch Place) (8173), American Eagle Ravenna LLC (d/b/a Vista Veranda) (9216), American Eagle Newark LLC (d/b/a Hearth Brook) (7125), American Eagle Kingston LLC (d/b/a Sycamore Springs) (4882), American Eagle Hendersonville LLC (d/b/a Red Cedar Glen) (3669), and American Eagle Pleasant Prairie LLC (d/b/a Robin Way) (9483). The Debtors’ mailing address is American Eagle Delaware Holding Company LLC, c/o American Eagle Lifecare Corporation, 3819 Hawk Crest Rd., Ann Arbor, MI 48103.

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discontinuing utility services to, or discriminating against, the Debtors on account of any outstanding amounts for services rendered prepetition; (ii) determining that adequate assurance of payment for postpetition utility services has been furnished to the Utility Providers providing services to the Debtors; and (iii) establishing procedures for resolving future requests by any Utility Provider for additional adequate assurance of payment. In support of the Motion, the Debtors rely upon the Declaration of Todd Topliff, President of Debtors, in Support of Chapter 11 Petitions and First Day Pleadings, filed with the Court concurrently herewith (the “First Day Declaration”). In further support of the Motion, the Debtors, by and through their undersigned counsel, respectfully represent: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Motion under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding under 28 U.S.C. § 157(b). In accordance with Local Rule 9013-1(f), the Debtors consent to entry of a final order if it is determined that the Court lacks Article III jurisdiction to enter such final order or judgment absent consent of the parties. Venue of these cases and the Motion in this district is proper under 28 U.S.C. §§ 1408 and 1409. 2. The statutory predicates for the relief requested herein are Bankruptcy Code sections 105(a) and 366, Bankruptcy Rules 6003 and 6004, and Local Rule 9013-1(m). BACKGROUND a) General Background 3. On the date hereof (the “Petition Date”), each of the Debtors filed a voluntary petition in this Court commencing a case for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). The factual background regarding the Debtors, including their business

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operations, their capital and debt structures, and the events leading to the filing of the Chapter 11 Cases, is set forth in detail in the First Day Declaration and fully incorporated herein by reference. 4. Concurrently with the filing of this Motion, the Debtors have requested procedural consolidation and joint administration of the Chapter 11 Cases pursuant to Bankruptcy Rule 1015(b) and Local Rule 1015-1. The Debtors continue to manage and operate their business as debtors in possession pursuant to Bankruptcy Code sections 1107 and 1108. No trustee or examiner has been requested in these Chapter 11 Cases and no committees have yet been appointed. b) Description of Utility Services and Utility Providers 5. Historically, in conjunction with its day-to-day operations, the Debtors received traditional utility services from over fifty (50) unique utility providers for, among other things, telecommunications, gas, water, electricity, waste disposal and similar utility products and services. In the past, the Debtors paid an average of approximately $220,000 per month on account of utility services during the last year. As detailed in the First Day Declaration, going forward, the Debtors anticipate needing the services (collectively, the “Utility Services”) of utility providers (each, a “Utility Provider” and collectively, the “Utility Providers”) which, without limitation, are set forth on the list annexed hereto as Exhibit C (the “Utility Providers List”) going forward. RELIEF REQUESTED 6. Bankruptcy Code section 366 prohibits a utility company, within the first thirty (30) days after the filing of a chapter 11 case, from altering, refusing, or discontinuing services to, or discriminating against, a debtor solely on the basis of the commencement of bankruptcy proceedings or the debtor’s failure to pay a prepetition debt. In a chapter 11 case, once the initial thirty (30) days have expired, a utility company may discontinue services if the debtor has not

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provided the utility company with “adequate assurance of payment for utility service that is satisfactory to the utility.” 11 U.S.C. § 366(c)(2). 7. By this Motion, the Debtors respectfully request entry of the Interim Order and the Final Order, pursuant to Bankruptcy Code sections 105(a) and 366: (a) prohibiting Utility Providers from altering, refusing, or discontinuing utility services to, or discriminating against, the Debtors on account of any outstanding amounts for services rendered prepetition; (b) determining that adequate assurance of payment for postpetition utility services has been furnished to the Utility Providers providing services to the Debtors; and (c) establishing procedures for resolving future requests by any Utility Provider for additional adequate assurance of payment. a) Proposed Adequate Assurance 8. Bankruptcy Code section 366(c)(1)(A) defines the phrase “assurance of payment” to include, among other things, a cash deposit. As adequate assurance of payment, the Debtors propose to segregate on their books and records, within twenty (20) days after the Petition Date, an amount equal to the estimated cost for two (2) weeks (net of deposits and surety bonds) of ongoing Utility Services (i.e., approximately $121,000.00), calculated based on 50% of the Debtors’ average monthly consumption of Utility Services (the “Adequate Assurance Deposit”). Such amount shall be placed into one segregated bank account designated for the Adequate Assurance Deposit (the “Adequate Assurance Deposit Account”) for the benefit of all Utility Providers. Thereafter, the Debtors propose to adjust the amount in the Adequate Assurance Deposit Account to reflect several factors: (a) the termination of Utility Services by the Debtors regardless of any Additional Assurance Requests (as defined below), and (b) agreements reached with Utility Providers. These adjustments will permit the Debtors to maintain the Adequate Assurance Deposit Account with an amount that consistently provides the Utility Providers with approximately 50%

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(net of deposits and surety bonds) of the Debtors’ average monthly consumption of the utilities on account of such services. 9. The Debtors submit that the Adequate Assurance Deposit and maintenance of the Adequate Assurance Deposit Account as described above, in conjunction with the Debtors’ ability to pay for future Utility Services in the ordinary course of business as provided for in the Debtors’ motion for authorization to use cash collateral filed contemporaneously herewith (together, the “Proposed Adequate Assurance”), constitutes sufficient adequate assurance of future payment to the Utility Providers to satisfy the requirements of Bankruptcy Code section 366. However, if any Utility Provider believes additional assurance is required, they may request such assurance pursuant to the procedures described below. b) Proposed Adequate Assurance Procedures 10. In light of the severe consequences to the Debtors of any interruption in services by the Utility Providers, but recognizing the right of each Utility Provider to evaluate the Proposed Adequate Assurance on a case-by-case basis, the Debtors request that the Court approve, and allow the Debtors to implement, the following procedures (the “Adequate Assurance Procedures”) by which a Utility Provider not satisfied with the Proposed Adequate Assurance may request additional adequate assurance (an “Additional Assurance Request”): a. Within three (3) business days of the date the Interim Order is docketed, the Debtors will mail a copy of the Interim Order to the Utility Providers on the Utility Providers List; b. If a Utility Provider is not satisfied with the Proposed Adequate Assurance and seeks additional assurance of payment in the form of a deposit, letter of credit, prepayment, or otherwise, it must serve an Additional Assurance Request upon: (i) the Debtors, c/o FTI Consulting, Inc., 1166 Avenue of the Americas, 15th Floor, New York, NY 10036, Attn: Jacob Baltaytis (jacob.baltaytis@fticonsulting.com); (ii) proposed counsel to the Debtors, Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, Delaware 19801, Attn: Shanti M. Katona (skatona@polsinelli.com); (iii) counsel to Bond Trustee and Master Trustee, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 3rd Avenue, New York, NY

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10017, Attn: Nathan F. Coco (nfcoco@mintz.com) and Megan M. Preusker (mpreusker@mintz.com); and (iii) counsel to any official committee appointed in the Chapter 11 Cases (together, the “Notice Parties”); c. Each Additional Assurance Request must (i) be made in writing; (ii) set forth all location(s) for which Utility Services are provided and the relevant account number(s); (iii) include a summary of the Debtors’ payment history relevant to the affected account(s); (iv) describe any deposits or other security currently held by the requesting Utility Provider; and (v) identify and explain the basis of the Utility Provider’s proposed adequate assurance requirement under Bankruptcy Code section 366(c)(2); d. Any Utility Provider who does not file an Additional Assurance Request shall be, subject to the Utility Provider’s rights to seek modification of the amount of the Adequate Assurance Deposit pursuant to 11 U.S.C. § 366(c)(3), (i) deemed to have received adequate assurance of payment “satisfactory” to such Utility Provider in compliance with section 366 of the Bankruptcy Code; and (ii) forbidden to discontinue, alter, or refuse services to, or discriminate against, the Debtors on account of any unpaid prepetition charges, or require additional assurance of payment other than the Proposed Adequate Assurance; e. Upon the Notice Parties’ receipt of an Additional Assurance Request at the addresses set forth in subparagraph (b) above, the Debtors shall promptly negotiate with such Utility Provider to resolve such Utility Provider’s Additional Assurance Request; f. The Debtors may, in their discretion, resolve an Additional Assurance Request by mutual agreement with the requesting Utility Provider without further notice to the Court or any other party in interest (except that notice shall be provided to counsel to the Bond Trustee and Master Trustee, to the extent such agreement involves the use of cash collateral), and may, in connection with any such agreement, provide a Utility Provider with additional adequate assurance of future payment, including, but not limited to, cash deposits, prepayments, letters of credit, and/or other forms of security, without further order of the Court to the extent that the Debtors believe such additional assurance is reasonable in the exercise of their business judgment and the Debtors may, by mutual agreement with the objecting Utility Provider and without further order of the Court, reduce the Adequate Assurance Deposit by an amount not exceeding the requesting Utility Provider’s estimated two-week utility expense; g. If the Debtors determine that a timely received Additional Assurance Request is not reasonable and are unable to reach an alternative resolution with the applicable Utility Provider within thirty (30) days of the date the Additional Adequate Assurance Request was made, or such later date to which the Debtors and the applicable Utility Provider agree, the Debtors shall, upon reasonable notice, calendar the matter (the “Adequate Assurance Dispute”) for the next regularly

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scheduled omnibus hearing to determine the adequacy of assurance of payment pursuant to Bankruptcy Code section 366(c)(3); h. Pending resolution of any such Adequate Assurance Dispute or, alternatively, modification of the amount of the Adequate Assurance Deposit for one/more Utility Providers pursuant to 11 U.S.C. § 366(c)(3), any such Utility Provider shall be prohibited from altering, refusing, or discontinuing service to the Debtors on account of unpaid charges for prepetition services, the filing of the Chapter 11 Cases, or any objection to the adequacy of the Proposed Adequate Assurance;i. Upon the termination of Utility Services, the Debtors may, in their discretion and upon fourteen (14) days’ notice to the Notice Parties and all affected Utility Providers, reduce the Adequate Assurance Deposit by an amount not exceeding, for each of the Utility Services being discontinued, the lesser of (i) the estimated two-week utility expense for such Utility Services and (ii) the amount of the Adequate Assurance Deposit then attributable to the applicable Utility Provider, provided that there are no outstanding disputes related to postpetition amounts due;j. Each Utility Provider shall be entitled to the funds in the Adequate Assurance Account in the amount set forth for such Utility Provider in the column labeled “Adequate Assurance” on the Utility Providers List; k. The Adequate Assurance Deposit deposited into the Adequate Assurance Account on behalf of any Utility Provider (including any additional amount deposited upon request of any applicable Utility Provider) or any portion thereof, shall be returned to the Debtors, less any amounts owed on account of unpaid, postpetition Utility Services, by no later than five business days following the earlier of the date upon which (i) a chapter 11 plan becomes effective after being confirmed in these chapter 11 cases and the Utility Provider’s final invoice for pre-effective date Utility Services is paid, or (ii) the Debtors provide notice to a Utility Provider that services provided to the Debtors by such Utility Provider will no longer be needed or will be reduced and the Utility Provider’s final invoice for Utility Services provided to the Debtors is paid. c) Subsequent Modification of the Utility Providers List 11. The Debtors request that they be allowed, without further order of the Court, to supplement the Utility Providers List if any Utility Provider has been inadvertently omitted therefrom (each an “Additional Utility Provider”). If the Debtors determine that the Utility Providers List should be supplemented, the Debtors will, as soon as practicable, file with the Court a supplement to Exhibit C adding the name of any Additional Utility Provider to the Utility Providers List. The Debtors will then serve by email or by facsimile transmission (or, where the

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Debtors do not have the email address or fax number of a Utility Provider, by First Class Mail) a copy of this Motion and the signed Interim or Final Order, as applicable, on any Additional Utility Provider. d) Request for a Final Hearing 12. The Debtors request that a final hearing on this Motion be held within thirty (30) days of the Petition Date to ensure that, if a Utility Provider argues it may unilaterally refuse service to the Debtors on the 31st day after the Petition Date, the Debtors will have an opportunity, to the extent necessary, to request that the Court make such modifications to the Adequate Assurance Procedures in time to avoid any potential termination of Utility Services. BASIS FOR RELIEF a) Bankruptcy Code Section 366 Grants the Court Discretion to Determine the Adequacy of the Debtors’ Proposed Adequate Assurance 13. Congress enacted Bankruptcy Code section 366 to protect a debtor from immediate termination of utility services after filing for bankruptcy, while at the same time providing the utility companies with adequate assurance of payment for postpetition utility services. See H R. Rep. No. 95-595, at 350 (1977), reprinted in 1978 U.S.C.C.A.N. 5963, 6306. Bankruptcy Code Section 366 defines “assurance of payment” to mean several forms of security, including cash deposits, letters of credit, and prepayment of utility services. 11 U.S.C. § 366(c)(1)(A). Bankruptcy Code section 366(c)(1)(B) explicitly excludes, however, offering administrative expense priority as adequate assurance of payment. Further, Bankruptcy Code section 366(c) restricts the factors that a court may consider when determining whether the “assurance of payment” is, in fact, adequate. Specifically, courts may no longer rely on (a) the absence of a security deposit before the debtor’s petition date, (b) the debtor’s history of timely payments, or (c) the availability of an administrative expense priority when determining the amount of a deposit. See id. § 366(c)(3)(B).

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14. While Bankruptcy Code section 366(c) sets forth what constitutes adequate assurance of payment, the bankruptcy court nonetheless retains discretion to determine what, if any, adequate assurance is necessary to satisfy section 366’s requirement that assurance of payment must only be “adequate.” See In re Adelphia Bus. Solutions, Inc., 280 B.R. 63, 80 (Bankr. S.D.N.Y. 2002) (“The bankruptcy courts are in agreement that section 366(b) vests in the bankruptcy court the exclusive responsibility for determining the appropriate security which a debtor must provide to his utilities to preclude termination of service for nonpayment of prepetition utility bills.”); In re Begley, 41 B.R. 402, 405-06 (E.D. Pa. 1984), aff’d, 760 F.2d 46 (3d Cir. 1985). Accordingly, a court is not required to give the utility companies an “absolute guarantee of payment,” or require that the adequate assurance take the form of a deposit, bond, letter of credit, or similar security. In re Caldor, Inc. -N.Y., 199 B.R. 1, 3 (S.D.N.Y. 1996), aff’d sub nom. Va. Elec. & Power Co. v. Caldor, Inc., 117 F.3d 646 (2d Cir. 1997); In re Great Atl. & Pac. Tea Co., 2011 WL 5546954, at *5 (Bankr. S.D.N.Y. 2011) (finding that “[c]ourts will approve an amount that is adequate enough to insure against unreasonable risk of nonpayment, but are not required to give the equivalent of a guaranty of payment in full”). 15. Rather, in considering the facts and circumstances of each case, the Court must ensure only that the utility is not subject to an unreasonable risk of non-payment for postpetition services. See In re Adelphia, 280 B.R. at 80; Mass. Elec. Co. v. Keydata Corp. (In re Keydata Corp.), 12 B.R. 156, 158 (B.A.P. 1st Cir. 1981). The Court, therefore, must strike a balance between satisfying the utility company’s need for adequate assurance and ensuring that the debtor gives no more than what is adequate, as the debtor has a conflicting need to conserve financial resources. See In re Magnesium Corp. of Am., 278 B.R. 698, 714 (Bankr. S.D.N.Y. 2002) (holding that to require the debtor to allocate valuable liquidity to provide further “adequate assurance” to

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satisfy a utility’s obligations before its amount has been fixed would prejudice the entirety of the debtor’s unsecured creditor body for the benefit of a single one). 16. In determining whether a utility is subject to an unreasonable risk of nonpayment, the Court may consider whether the utility would seek the same additional security from a non-bankruptcy customer. See In re Caldor, Inc. -N.Y., 199 B.R. at 3 (finding that the utility companies were not seeking additional security for an adequate assurance of future payment, but solely because their monopoly position permitted them to capitalize on the debtor bankruptcy filing); Whittaker v. Phila. Elec. Co. (In re Whittaker), 84 B.R. 934, 937, 941-42 (Bankr. E D. Pa. 1988), aff’d, 882 F.2d 791 (3d Cir. 1989) (finding utility company violated Bankruptcy Code section 366 when it refused to restore debtor’s electric service, upon notice of bankruptcy filing, without prepayment of deposit as adequate assurance of future payment). b) The Debtors’ Proposed Adequate Assurance is Routinely Upheld as Adequate by Courts in this District 17. Because this Court is afforded the discretion to determine the assurance necessary to satisfy the Utility Providers’ needs, the Debtors submit that the Proposed Adequate Assurance is more than adequate to ensure that the Debtors will meet their ongoing postpetition utility obligations. The Debtors’ proposal comports with numerous orders entered by this and other bankruptcy courts in this District. 18. As detailed in the Debtors’ First Day Declaration, the Debtors’ receipt of uninterrupted Utility Services is vital to the Debtors’ continued business operations, including the health and safety of their residents, and, consequently, to the success of these Chapter 11 Cases. Accordingly, the relief requested herein is necessary and in the best interests of the Debtors, their estates, and their creditors. Such relief ensures that the Debtors’ business operations will not be

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disrupted and provides Utility Providers and the Debtors with an orderly and fair procedure for determining “adequate assurance.” 19. Based upon the foregoing, the Debtors submit that the relief requested herein should be granted. c) Bankruptcy Rule 6003 Has Been Satisfied and Bankruptcy Rule 6004 Should Be Waived 20. Certain isolated aspects of the relief requested herein may, if granted, be subject to Bankruptcy Rule 6003. Pursuant to Bankruptcy Rule 6003, a court may grant such relief if it is necessary to avoid immediate and irreparable harm. The Debtors submit that the facts set forth herein demonstrate the relief requested is necessary to avoid immediate and irreparable harm to the Debtors and, thus, Bankruptcy Rule 6003 has been satisfied. 21. Additionally, to the extent that any aspect of the relief sought herein constitutes a use of property under Bankruptcy Code section 363(b), the Debtors seek a waiver of the fourteen-day stay under Bankruptcy Rule 6004(h). As described above, the relief that the Debtors seek in this Motion is immediately necessary in order for the Debtors to be able to continue to operate and preserve the value of their estates. The Debtors thus submit that the requested waiver of the fourteen-day stay imposed by Bankruptcy Rule 6004(h) is appropriate. NOTICE 22. Notice of this Motion has been or will be provided to: (a) the United States Trustee for the District of Delaware; (b) the holders of the thirty (30) largest unsecured claims on a consolidated basis against the Debtors; (c) counsel to the Bond Trustee and Master Trustee; (d) the Internal Revenue Service; (e) the United States Securities and Exchange Commission; (f) the Office of the United States Attorney for the District of Delaware; (g) the Utility Providers; (h) any banking or financial institution that holds Debtors’ accounts; (i) the United States Centers for

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Medicare & Medicaid Services; and (j) all parties entitled to notice pursuant to Bankruptcy Rule 2002. 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 Debtors submit that no other or further notice is necessary. NO PRIOR REQUEST 23. No prior request for the relief sought herein has been made to this Court or any other court. [Remainder of Page Left Blank Intentionally]

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WHEREFORE, the Debtors respectfully request that the Court enter the Interim Order and the Final Order, substantially in the forms attached hereto as Exhibit A and Exhibit B, respectively, granting the relief requested in the Motion and such other and further relief as the Court deems appropriate. Dated: January 14, 2022 Respectfully submitted, Wilmington, Delaware POLSINELLI PC /s/ Shanti M. Katona Shanti M. Katona (Del. Bar No. 5352) 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 skatona@polsinelli.com -and- David E. Gordon (Pro Hac Vice Pending) Caryn Wang (Pro Hac Vice Pending) 1201 West Peachtree Street NW, Suite 1100 Atlanta, Georgia 30309 Telephone: (404) 253-6000 Facsimile: (404) 253-6060 dgordon@polsinelli.com cwang@polsinelli.com Proposed Counsel to the Debtors and Debtors in Possession

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EXHIBIT A Proposed Interim Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 American Eagle Delaware Holding Company LLC, et al.,1 Case No. 22-_____ (___) Debtors. (Jointly Administered) Re: Docket No. __ INTERIM ORDER (I) PROHIBITING UTILITY PROVIDERS FROM ALTERING, REFUSING, OR DISCONTINUING SERVICE; (II) APPROVING THE DEBTORS’ PROPOSED ADEQUATE ASSURANCE OF PAYMENT FOR POSTPETITION SERVICES; AND (III) ESTABLISHING PROCEDURES FOR RESOLVING REQUESTS FOR ADDITIONAL ADEQUATE ASSURANCE OF PAYMENT Upon the motion (the “Motion”)2 of the Debtors for an interim order, pursuant to Bankruptcy Code sections 105(a) and 366; Bankruptcy Rules 6003 and 6004; and Local Rule 9013-1(m): (i) prohibiting Utility Providers from altering, refusing or discontinuing service; (ii) approving the Debtors’ Proposed Adequate Assurance of payment for postpetition services; and (iii) establishing procedures for resolving requests for additional adequate assurance of payment; and the Court having reviewed the Motion and the First Day Declaration; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number are: American Eagle Delaware Holding Company LLC (4248), American Eagle Palmer Park LLC (d/b/a Lark Springs) (5908), American Eagle Tuskawilla LLC (d/b/a Palmetto Landing) (9489), American Eagle Leesburg AL LLC (d/b/a Vista Lake) (6258), American Eagle Brandon LLC (d/b/a Aldea Green) (6168), American Eagle Leesburg MC LLC (d/b/a Vista Lake) (7577), American Eagle Venice Island LLC (d/b/a Maris Pointe) (1695), American Eagle Titusville LLC (d/b/a Crescent Wood) (7210), American Eagle Island Lake LLC (d/b/a Cascade Heights) (1975), American Eagle Eau Gallie LLC (d/b/a Greenwood Place) (1483), American Eagle Owatonna AL LLC (d/b/a Timberdale Trace) (0555), American Eagle Hanceville LLC (d/b/a Monarch Place) (8173), American Eagle Ravenna LLC (d/b/a Vista Veranda) (9216), American Eagle Newark LLC (d/b/a Hearth Brook) (7125), American Eagle Kingston LLC (d/b/a Sycamore Springs) (4882), American Eagle Hendersonville LLC (d/b/a Red Cedar Glen) (3669), and American Eagle Pleasant Prairie LLC (d/b/a Robin Way) (9483). The Debtors’ mailing address is American Eagle Delaware Holding Company LLC, c/o American Eagle Lifecare Corporation, 3819 Hawk Crest Rd., Ann Arbor, MI 48103. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

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§§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that the Debtors consent to entry of a final order under Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED AND DECREED THAT: 1. The Motion is GRANTED as set forth herein on an interim basis. 2. All objections to the entry of this Interim Order, to the extent not withdrawn or settled, are overruled. 3. The Debtors are authorized to pay on a timely basis, in accordance with their prepetition practices, all undisputed invoices for Utility Services rendered by the Utility Providers to the Debtors after the Petition Date. 4. The Debtors shall provide an adequate assurance deposit for all Utility Providers by depositing $121,000.00, which is equal to approximately 50% of the Debtors’ average monthly consumption of Utility Services (the “Adequate Assurance Deposit”). The Adequate Assurance Deposit will be deposited into a separate bank account with a bank that has signed a uniform deposit agreement with the United States Trustee’s office for the District of Delaware (the “Adequate Assurance Deposit Account”). 5. Notwithstanding anything to contrary in the Motion, the Debtors may not consider any prepetition security deposit held by a Utility Provider when determining the allocable part of

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the Adequate Assurance Deposit to be made on behalf of such Utility Provider. Additionally, the rights of Utility Providers with respect to prepetition security deposits under 11 U.S.C. § 366(c)(4) are not impaired or otherwise affected by this Order. 6. Subject to the Adequate Assurance Procedures set forth below or, alternatively, modification of the amount of the Adequate Assurance Deposit for one/more Utility Providers pursuant to 11 U.S.C. § 366(c)(3), the Proposed Adequate Assurance comprises the Adequate Assurance Deposit and the Debtors’ ability to pay for future utility services in the ordinary course of business and constitutes sufficient adequate assurance of future payment to the Utility Providers to satisfy the requirements of Bankruptcy Code section 366. 7. Subject to the Adequate Assurance Procedures set forth below or, alternatively, modification of the amount of the Adequate Assurance Deposit for one/more Utility Providers pursuant to 11 U.S.C. § 366(c)(3), the Utility Providers are prohibited from (a) altering, refusing, or discontinuing Utility Services to, or discriminating against, the Debtors on the basis of the commencement of the Chapter 11 Cases or on account of any unpaid prepetition charges or (b) requiring additional adequate assurance of payment other than the Proposed Adequate Assurance, as a condition of the Debtors continuing to receive Utility Services. 8. The following Adequate Assurance Procedures are approved: a) Within three (3) business days of the date the Interim Order is docketed, the Debtors will mail a copy of the Interim Order to the Utility Providers on the Utility Providers List; b) If a Utility Provider is not satisfied with the Proposed Adequate Assurance and seeks additional assurance of payment in the form of a deposit, letter of credit, prepayment, or otherwise, it must serve an Additional Assurance Request upon: (i) the Debtors, c/o FTI Consulting, Inc., 1166 Avenue of the Americas, 15th Floor, New York, NY 10036, Attn: Jacob Baltaytis (jacob.baltaytis@fticonsulting.com); (ii) proposed counsel to the Debtors, Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, Delaware 19801, Attn: Shanti M. Katona (skatona@polsinelli.com); (iii) counsel to Bond Trustee and Master Trustee, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 3rd Avenue, New York, NY

17

10017, Attn: Nathan F. Coco (nfcoco@mintz.com) and Megan M. Preusker (mpreusker@mintz.com); and (iii) counsel to any official committee appointed in the Chapter 11 Cases (together, the “Notice Parties”); c) Each Additional Assurance Request must (i) be made in writing; (ii) set forth all location(s) for which utility services are provided and the relevant account number(s); (iii) include a summary of the Debtors’ payment history relevant to the affected account(s); (iv) describe any deposits or other security currently held bythe requesting Utility Provider; and (v) identify and explain the basis of the Utility Provider’s proposed adequate assurance requirement under Bankruptcy Code section 366(c)(2); d) Any Utility Provider who does not file an Additional Assurance Request shall be, subject to the Utility Provider’s rights to seek modification of the amount of the Adequate Assurance Deposit pursuant to 11 U.S.C. § 366(c)(3), (i) deemed to have received adequate assurance of payment “satisfactory” to such Utility Provider in compliance with section 366 of the Bankruptcy Code; and (ii) forbidden to discontinue, alter, or refuse services to, or discriminate against, the Debtors on account of any unpaid prepetition charges, or require additional assurance of payment other than the Proposed Adequate Assurance; e) Upon the Notice Parties’ receipt of an Additional Assurance Request at the addresses set forth in subparagraph (b) above, the Debtors shall promptly negotiate with such Utility Provider to resolve such Utility Provider’s Additional Assurance Request; f) The Debtors may, in their discretion, resolve an Additional Assurance Request by mutual agreement with the requesting Utility Provider without further notice to the Court or any other party in interest (except that notice shall be provided to counsel to the Bond Trustee and Master Trustee, to the extent such agreement involves the use of cash collateral), and may, in connection with any such agreement, provide a Utility Provider with additional adequate assurance of future payment, including, but not limited to, cash deposits, prepayments, letters of credit, and/or other forms of security, without further order of the Court to the extent that the Debtors believe such additional assurance is reasonable in the exercise of its business judgment and the Debtors may, by mutual agreement with the objecting Utility Provider and without further order of the Court, reduce the Adequate Assurance Deposit by an amount not exceeding the requesting Utility Provider’s estimated two-week utility expense; g) If the Debtors determine that a timely received Additional Assurance Request is not reasonable and are unable to reach an alternative resolution with the applicable Utility Provider within thirty (30) days of the date the Additional Assurance Request was made, or such later date to which the Debtors and the applicable Utility Provider agree, the Debtors shall, upon reasonable notice, calendar the matter (the “Adequate Assurance Dispute”) for the next regularly scheduled omnibus hearing

18

to determine the adequacy of assurance of payment pursuant to Bankruptcy Code section 366(c)(3); h) Pending resolution of any such Adequate Assurance Dispute or, alternatively, modification of the amount of the Adequate Assurance Deposit for one/more Utility Provider(s) pursuant to 11 U.S.C. § 366(c)(3), any such Utility Provider shall be prohibited from altering, refusing, or discontinuing service to the Debtors on account of unpaid charges for prepetition services, the filing of the Chapter 11 Cases, or any objection to the adequacy of the Proposed Adequate Assurance;i) Upon the termination of Utility Services, the Debtors may, in their discretion and upon fourteen (14) days’ notice to the Notice Parties and all affected Utility Providers, reduce the Adequate Assurance Deposit by an amount not exceeding, for each of the Utility Services being discontinued, the lesser of (i) the estimated two-week utility expense for such Utility Services and (ii) the amount of the Adequate Assurance Deposit then attributable to the applicable Utility Provider, provided that there are no outstanding disputes related to postpetition amounts due;j) Each Utility Provider shall be entitled to the funds in the Adequate Assurance Account in the amount set forth for such Utility Provider in the column labeled “Adequate Assurance” on the Utility Providers List; k) The Adequate Assurance Deposit deposited into the Adequate Assurance Account on behalf of any Utility Provider (including any additional amount deposited upon request of any applicable Utility Provider) or any portion thereof, shall be returned to the Debtors, less any amounts owed on account of unpaid, postpetition Utility Services, by no later than five business days following the earlier of the date upon which (i) a chapter 11 plan becomes effective after being confirmed in these chapter 11 cases and the Utility Provider’s final invoice for pre-effective date Utility Services is paid, or (ii) the Debtors provide notice to a Utility Provider that services provided to the Debtors by such Utility Provider will no longer be needed or will be reduced and the Utility Provider’s final invoice for Utility Services provided to the Debtors is paid. 9. The Debtors may supplement the Utility Providers List without further order of the Court with Additional Utility Providers if such Additional Utility Providers were inadvertently omitted from the Utility Providers List, and the Debtors will file as soon as practicable with the Court a supplement to Exhibit A annexed hereto3 that adds the name of any Additional Utility Provider to the Utility Providers List. The Debtors will then serve by email or by facsimile 3 Exhibit C to the Motion.

19

transmission (or, where the Debtors do not have the email address or fax number of an Additional Utility Provider, by First Class Mail) a copy of the Motion and this Interim Order on any Additional Utility Provider. The Debtors will also supplement the Adequate Assurance Deposit in an amount equal to 50% (net of surety bonds and deposits) of the Debtors’ average monthly utility consumption for an added Utility Provider. 10. The Debtors may amend the Utility Service List to delete a Utility Provider, or may seek to terminate a Utility Provider, upon fourteen (14) days’ notice to the Notice Parties and all affected Utility Providers and only if the Debtors have not received any objection from such Utility Provider or any other parties in interest. If an objection is received, the Debtors shall request a hearing before this Court at the next omnibus hearing date, or such other date that the Debtors and the Utility Provider may agree. The Debtors shall not deduct from the Adequate Assurance Deposit the amount set aside for any Utility Provider that the Debtors seek to terminate or delete from Exhibit A unless and until the two (2) week notice period has passed and the Debtors have not received any objection to termination or deletion from such Utility Provider or any parties in interest, or until any such objection has been resolved consensually or by order of the Court. 11. No money may be withdrawn from the Adequate Assurance Deposit Account except (a) in compliance with the Adequate Assurance Procedures, (b) by mutual agreement of the Debtors and the applicable Utility Provider, or (c) by further order of the Court. If the Debtors fail to pay for any legitimate postpetition Utility Services when due, a Utility Provider may access only that portion of the Adequate Assurance Deposit attributable to it in the Adequate Assurance Deposit Account. 12. The Debtors shall administer the Adequate Assurance Deposit Account in accordance with the terms of this Interim Order, pending entry of a Final Order.

20

13. Nothing contained herein constitutes a finding that any entity is or is not a Utility Provider hereunder or under Bankruptcy Code section 366, whether or not such entity is listed on the Utility Providers List. 14. Within three (3) business days after the date of this Interim Order, the Debtors shall serve a copy of this Interim Order and the Motion on each Utility Provider identified on the Utility Providers List. Within three (3) business days of filing a supplement to the Utility Providers List, as applicable, the Debtors shall serve a copy of this Interim Order and the Motion on any applicable Additional Utility Provider. 15. Nothing in the Motion or this Interim Order, or the Debtors’ payment of any claims pursuant to this Interim Order, shall be deemed or construed as: (a) an admission as to the validity of any claim or lien against the Debtors or their estates; (b) a waiver of the Debtors’ rights to dispute any claim or lien; (c) a waiver of a Utility Provider’s rights with regard to assertion of any claim or interest; (d) an approval or assumption of any agreement, contract, or lease pursuant to Bankruptcy Code section 365; (e) an admission of the priority status of any claim, whether under Bankruptcy Code section 503(b)(9) or otherwise; or (f) a modification of the Debtors’ rights to seek relief under any section of the Bankruptcy Code on account of any amounts owed or paid to any Utility Provider. 16. Nothing in this Interim Order authorizes the Debtors to pay prepetition claims without further order of the Court. 17. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied. 18. Notice of the Motion as provided therein satisfies the requirements of the Bankruptcy Rules and the Local Rules.

21

19. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Interim Order shall be immediately effective and enforceable upon its entry. 20. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Interim Order in accordance with the Motion. 21. The final hearing (the “Final Hearing”) to consider the entry of a final order granting the relief requested in the Motion shall be held on _________________ ____, 2022, at __:__ _.m. Prevailing Eastern Time. 22. Any objection to the entry of a final order granting the relief requested in the Motion shall be filed with the Court and served on, no later than seven (7) days prior to the commencement of the final hearing, (a) the Debtors, c/o FTI Consulting, Inc., 1166 Avenue of the Americas, 15th Floor, New York, NY 10036, Attn: Jacob Baltaytis (jacob.baltaytis@fticonsulting.com); (b) proposed counsel to the Debtors, Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, Delaware 19801, Attn: Shanti M. Katona (skatona@polsinelli.com); (c) counsel to Bond Trustee and Master Trustee, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 3rd Avenue, New York, NY 10017, Attn: Nathan F. Coco (nfcoco@mintz.com) and Megan M. Preusker (mpreusker@mintz.com); (d) counsel to the official committee of unsecured creditors, if one is appointed; and (e) the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: Joseph J. McMahon, Jr. (joseph.mcmahon@usdoj.gov). 23. 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: _______________, 2022 Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT B Proposed Final Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 American Eagle Delaware Holding Company LLC, et al.,1 Case No. 22-_____ (___) Debtors. (Jointly Administered) Re: Docket Nos. __ FINAL ORDER (I) PROHIBITING UTILITY PROVIDERS FROM ALTERING, REFUSING, OR DISCONTINUING SERVICE; (II) APPROVING THE DEBTORS’ PROPOSED ADEQUATE ASSURANCE OF PAYMENT FOR POSTPETITION SERVICES; AND (III) ESTABLISHING PROCEDURES FOR RESOLVING REQUESTS FOR ADDITIONAL ADEQUATE ASSURANCE OF PAYMENT Upon the motion (the “Motion”)2 of the Debtors for interim and final orders, pursuant to Bankruptcy Code sections 105(a) and 366; Bankruptcy Rules 6003 and 6004, and Local Rule 9013-1(m): (i) prohibiting Utility Providers from altering, refusing or discontinuing service; (ii) approving the Debtors’ Proposed Adequate Assurance of payment for postpetition services; and (iii) establishing procedures for resolving requests for additional adequate assurance of payment; and the Court having reviewed the Motion and the First Day Declaration, and the Interim Order dated ____________, 2022; and the Court having jurisdiction to consider the Motion and the relief 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number are: American Eagle Delaware Holding Company LLC (4248), American Eagle Palmer Park LLC (d/b/a Lark Springs) (5908), American Eagle Tuskawilla LLC (d/b/a Palmetto Landing) (9489), American Eagle Leesburg AL LLC (d/b/a Vista Lake) (6258), American Eagle Brandon LLC (d/b/a Aldea Green) (6168), American Eagle Leesburg MC LLC (d/b/a Vista Lake) (7577), American Eagle Venice Island LLC (d/b/a Maris Pointe) (1695), American Eagle Titusville LLC (d/b/a Crescent Wood) (7210), American Eagle Island Lake LLC (d/b/a Cascade Heights) (1975), American Eagle Eau Gallie LLC (d/b/a Greenwood Place) (1483), American Eagle Owatonna AL LLC (d/b/a Timberdale Trace) (0555), American Eagle Hanceville LLC (d/b/a Monarch Place) (8173), American Eagle Ravenna LLC (d/b/a Vista Veranda) (9216), American Eagle Newark LLC (d/b/a Hearth Brook) (7125), American Eagle Kingston LLC (d/b/a Sycamore Springs) (4882), American Eagle Hendersonville LLC (d/b/a Red Cedar Glen) (3669), and American Eagle Pleasant Prairie LLC (d/b/a Robin Way) (9483). The Debtors’ mailing address is American Eagle Delaware Holding Company LLC, c/o American Eagle Lifecare Corporation, 3819 Hawk Crest Rd., Ann Arbor, MI 48103. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

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requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2) and that this Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED AND DECREED THAT: 1. The Motion is GRANTED as set forth herein on a final basis. 2. All objections to the entry of this Final Order, to the extent not withdrawn or settled, are overruled. 3. The Debtors are authorized to pay on a timely basis, in accordance with their prepetition practices, all undisputed invoices for Utility Services rendered by the Utility Providers to the Debtors after the Petition Date. 4. To the extent not otherwise already done, the Debtors shall provide an adequate assurance deposit for all Utility Providers by depositing $121,000.00, which is equal to approximately 50% of the Debtors’ average monthly consumption for Utility Services (the “Adequate Assurance Deposit”). The Adequate Assurance Deposit will be deposited into a separate bank account with a bank that has signed a uniform deposit agreement with the United States Trustee’s office for the District of Delaware (the “Adequate Assurance Deposit Account”).

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5. Notwithstanding anything to contrary in the Motion, the Debtors may not consider any prepetition security deposit held by a Utility Provider when determining the allocable part of the Adequate Assurance Deposit to be made on behalf of such Utility Provider. Additionally, the rights of Utility Providers with respect to prepetition security deposits under 11 U.S.C. § 366(c)(4) are not impaired or otherwise affected by this Order. 6. Subject to the Adequate Assurance Procedures set forth below or, alternatively, modification of the amount of the Adequate Assurance Deposit for one/more Utility Providers pursuant to 11 U.S.C. § 366(c)(3), the Proposed Adequate Assurance comprises the Adequate Assurance Deposit and the Debtors’ ability to pay for future utility services in the ordinary course of business and constitutes sufficient adequate assurance of future payment to the Utility Providers to satisfy the requirements of Bankruptcy Code section 366. 7. Subject to the Adequate Assurance Procedures set forth below or, alternatively, modification of the amount of the Adequate Assurance Deposit for one/more Utility Providers pursuant to 11 U.S.C. § 366(c)(3), the Utility Providers are prohibited from: (a) altering, refusing, or discontinuing Utility Services to, or discriminating against, the Debtors on the basis of the commencement of the Chapter 11 Cases or on account of any unpaid prepetition charges or (b) requiring additional adequate assurance of payment other than the Proposed Adequate Assurance, as a condition of the Debtors continuing to receive Utility Services. 8. The following Adequate Assurance Procedures are approved: a. If a Utility Provider is not satisfied with the Proposed Adequate Assurance and seeks additional assurance of payment in the form of a deposit, letter of credit, prepayment, or otherwise, it must serve an Additional Assurance Request upon: (i) the Debtors, c/o FTI Consulting, Inc., 1166 Avenue of the Americas, 15th Floor, New York, NY 10036, Attn: Jacob Baltaytis (jacob.baltaytis@fticonsulting.com); (ii) proposed counsel to the Debtors, Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, Delaware 19801, Attn: Shanti M. Katona (skatona@polsinelli.com); (iii) counsel to Bond Trustee and Master Trustee, Mintz,

26

Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 3rd Avenue, New York, NY 10017, Attn: Nathan F. Coco (nfcoco@mintz.com) and Megan M. Preusker (mpreusker@mintz.com); and (iii) counsel to any official committee appointed in the Chapter 11 Cases (together, the “Notice Parties”); b. Each Additional Assurance Request must (i) be made in writing; (ii) set forth all location(s) for which utility services are provided and the relevant account number(s); (iii) include a summary of the Debtors’ payment history relevant to the affected account(s); (iv) describe any deposits or other security currently held by the requesting Utility Provider; and (v) identify and explain the basis of the Utility Provider’s proposed adequate assurance requirement under Bankruptcy Code section 366(c)(2); c. Any Utility Provider who does not file an Additional Assurance Request shall be, subject to the Utility Provider’s rights to seek modification of the amount of the Adequate Assurance Depositpursuant to 11 U.S.C. § 366(c)(3), (i) deemed to have received adequate assurance of payment “satisfactory” to such Utility Provider in compliance with section 366 of the Bankruptcy Code; and (ii) forbidden to discontinue, alter, or refuse services to, or discriminate against, the Debtors on account of any unpaid prepetition charges, or require additional assurance of payment other than the Proposed Adequate Assurance; d. Upon the Notice Parties’ receipt of an Additional Assurance Request at the addresses set forth in subparagraph (b) above, the Debtors shall promptly negotiate with such Utility Provider to resolve such Utility Provider’s Additional Assurance Request; e. The Debtors may, in their discretion, resolve an Additional Assurance Request by mutual agreement with the requesting Utility Provider without further notice to the Court or any other party in interest (except that notice shall be provided to counsel to the Bond Trustee and Master Trustee, to the extent such agreement involves the use of cash collateral), and may, in connection with any such agreement, provide a Utility Provider with additional adequate assurance of future payment, including, but not limited to, cash deposits, prepayments, letters of credit, and/or other forms of security, without further order of the Court to the extent that the Debtors believe such additional assurance is reasonable in the exercise of its business judgment and the Debtors may, by mutual agreement with the objecting Utility Provider and without further order of the Court, reduce the Adequate Assurance Deposit by an amount not exceeding the requesting Utility Provider’s estimated two-week utility expense; f. If the Debtors determine that a timely received Additional Assurance Request is not reasonable and are unable to reach an alternative resolution with the applicable Utility Provider within thirty (30) days of the date the Additional Assurance Request was made, or such later date to which the Debtors and the applicable Utility Provider agree, the Debtors shall, upon reasonable notice, calendar the matter (the “Adequate Assurance Dispute”) for the next regularly scheduled omnibus hearing

27

to determine the adequacy of assurance of payment pursuant to Bankruptcy Code section 366(c)(3); g. Pending resolution of any such Adequate Assurance Dispute or, alternatively, modification of the amount of the Adequate Assurance Depositfor one/more Utility Providers pursuant to 11 U.S.C. § 366(c)(3), any such Utility Provider shall be prohibited from altering, refusing, or discontinuing service to the Debtors on account of unpaid charges for prepetition services, the filing of the Chapter 11 Cases, or any objection to the adequacy of the Proposed Adequate Assurance;h. Upon the termination of Utility Services, the Debtors may, in their discretion and upon fourteen (14) days’ notice to the Notice Parties and all affected Utility Providers, reduce the Adequate Assurance Deposit by an amount not exceeding, for each of the Utility Services being discontinued, the lesser of (i) the estimated two-week utility expense for such Utility Services and (ii) the amount of the Adequate Assurance Deposit then attributable to the applicable Utility Provider, provided that there are no outstanding disputes related to postpetition amounts due; i. Each Utility Provider shall be entitled to the funds in the Adequate Assurance Account in the amount set forth for such Utility Provider in the column labeled “Adequate Assurance” on the Utility Providers List; j. The Adequate Assurance Deposit deposited into the Adequate Assurance Account on behalf of any Utility Provider (including any additional amount deposited upon request of any applicable Utility Provider) or any portion thereof, shall be returned to the Debtors, less any amounts owed on account of unpaid, postpetition Utility Services, by no later than five business days following the earlier of the date upon which (i) a chapter 11 plan becomes effective after being confirmed in these chapter 11 cases and the Utility Provider’s final invoice for pre-effective date Utility Services is paid, or (ii) the Debtors provide notice to a Utility Provider that services provided to the Debtors by such Utility Provider will no longer be needed or will be reduced and the Utility Provider’s final invoice for Utility Services provided to the Debtors is paid. 7. The Debtors may supplement the Utility Providers List without further order of the Court with Additional Utility Providers if such Additional Utility Providers were inadvertently omitted from the Utility Providers List, and the Debtors will file as soon as practicable with the Court a supplement to Exhibit A annexed hereto that adds the name of any Additional Utility Provider to the Utility Providers List. The Debtors will then serve by email or by facsimile transmission (or, where the Debtors do not have the email address or fax number of an Additional Utility Provider, by First Class Mail) a copy of the Motion and this signed Final Order on any

28

Additional Utility Provider. The Debtors will also supplement the Adequate Assurance Deposit in an amount equal to 50% of the Debtors’ average monthly utility consumption for an added Utility Provider. 8. The Debtors may amend the Utility Service List to delete a Utility Provider, or may seek to terminate a Utility Provider, upon fourteen (14) days’ notice to the Notice Parties and all affected Utility Providers and only if the Debtors have not received any objection from such Utility Provider or any other parties in interest. If an objection is received, the Debtors shall request a hearing before this Court at the next omnibus hearing date, or such other date that the Debtors and the Utility Provider may agree. The Debtors shall not deduct from the Adequate Assurance Deposit the amount set aside for any Utility Provider that the Debtors seek to terminate or delete from Exhibit A unless and until the two (2) week notice period has passed and the Debtors have not received any objection to termination or deletion from such Utility Provider or any parties in interest, or until any such objection has been resolved consensually or by order of the Court. 9. No money may be withdrawn from the Adequate Assurance Deposit Account except (a) in compliance with the Adequate Assurance Procedures, (b) by mutual agreements of the Debtors and the applicable Utility Provider, or (c) by further order of the Court. If the Debtors fail to pay for any legitimate postpetition Utility Services when due, a Utility Provider may access only that portion of the Adequate Assurance Deposit attributable to it in the Adequate Assurance Deposit Account. 10. The Debtors shall administer the Adequate Assurance Deposit Account in accordance with the terms of this Final Order.

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11. Nothing contained herein constitutes a finding that any entity is or is not a Utility Provider hereunder or under Bankruptcy Code section 366, whether or not such entity is listed on the Utility Providers List. 12. Within three (3) business days after the date of this Final Order, the Debtors shall serve a copy of this Final Order on each Utility Provider identified on the Utility Providers List. Within three (3) business days of filing a supplement to the Utility Providers List, as applicable, the Debtors shall serve a copy of this Final Order and the Motion on any Additional Utility Provider. 13. Nothing in this Final Order authorizes the Debtors to pay prepetition claims without further order of the Court. 14. Nothing in the Motion or this Final Order, or the Debtors’ payment of any claims pursuant to this Final Order, shall be deemed or construed as: (a) an admission as to the validity of any claim or lien against the Debtors or their estates; (b) a waiver of the Debtors’ rights to dispute any claim or lien; (c) a waiver of a Utility Provider’s rights with regard to assertion of any claim or interest; (d) an approval or assumption of any agreement, contract, or lease pursuant to Bankruptcy Code section 365; (e) an admission of the priority status of any claim, whether under Bankruptcy Code section 503(b)(9); or (f) a modification of the Debtors’ rights to seek relief under any section of the Bankruptcy Code on account of any amounts owed or paid to any Utility Provider. 15. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final Order shall be immediately effective and enforceable upon its entry. 16. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Final Order in accordance with the Motion.

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17. The Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Final Order. Dated: _______________, 2022 Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE

31

EXHIBIT C Utility Providers List

32

ONGOING UTILITY PROVIDERS TO RECEIVE ADEQUATE ASSURANCE Utility Provider Account Adequate Debtor Utility Provider Address Utility Type Name Number(s) Assurance
Table 1 on page 33. Back to List of Tables
Republic Services 18500 N Allied Way
Suite 300
Phoenix, AZ 85054
3-0696-0035672 Trash Removal
Shred-it USA 28883 Network Place
Chicago, IL 60673- 1288
US
13335669 Trash Removal
Spectrum 400 Atlantic St.,
Stamford, CT 06901
0033323771-01 Cable TV
Teco Tampa
Electric Company
702 N Franklin St
Tampa, FL 33602
211013225076 Electricity
Windstream 4001 Rodney Parham Rd
Little Rock, AR 72212
5287194 Telephone &
Internet
Communications
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4059212 Telephone &
Internet
Communications
Aureon
Communications
7760 Office Plaza Drive
South, West Des Moines,
IA 50266-2336 US
7890006923 Telephone &
Internet
Communications
Waste Management 800 Capitol Street
Suite 3000
Houston, TX 77002
21-48833-93009 Trash Removal
Spectrum 400 Atlantic St.,
Stamford, CT 06901
0031938966-01 Cable TV
Duke Energy/1004 550 S Tyron St.
Charlotte, NC 28202
8214143547 Electricity
Teco: Peoples Gas 702 N Franklin St
Tampa, FL 33602
211001489171 Gas
City of Longwood,
FL
907 E State Rd 434
Longwood, FL 32750
75875 Water
Utilities Inc of
Florida
200 Weathersfield Ave
Altamonte, FL 32714-
4099
4555100000;
7235100000;
8030700000
Sewer
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4059268 Telephone &
Internet
Communications

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Utility Provider Account Adequate Debtor Utility Provider Address Utility Type Name Number(s) Assurance American Eagle Telephone & Island Lake LLC, 608 Robin Road Mix Networks Inc. 1516100 Internet $5,387.27 d/b/a Cascade Lakeland, FL 33803 US Communications Heights
Table 1 on page 34. Back to List of Tables
Waste Management
Inc. of Florida
2700 Wiles Rd
Coconut Creek, FL 33073
21-80625-93004 Trash Removal
City of Titusville,
FL
555 S Washington
Avenue
Titusville, FL 32796
50820 Trash Removal
Spectrum 400 Atlantic St.,
Stamford, CT 06901
0032333416-01* Cable TV
Florida Power &
Light Company
(FPL)
General Mail Facility
Miami FL 33188-0001
01340-40435 Electricity
Florida City
Gas/22614
4045 NW 9th Ave
Doral, FL 3317
1023394 Gas
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4084898 Telephone &
Internet
Communications
Senior Living
Communications,
LLC
5711 Yeats Manor Drive
Suite 302
Tampa, FL 33616
BR1906 Telephone &
Internet
Communications
City of Titusville,
FL
555 S Washington
Avenue
Titusville, FL 32796
50820 Water & Sewer
Spectrum 400 Atlantic St.,
Stamford, CT 06901
0032433123-01* Cable TV
Florida Power &
Light Company
(FPL)
General Mail Facility
Miami FL 33188-0001
40416-27367 Electricity
Florida City
Gas/22614
4045 NW 9th Ave
Doral, FL 3317
1126134 Gas
City of Melbourne,
FL
900 E. Strawbridge Ave.
Melbourne, FL 32901
139377-194617 Water & Sewer

34

Utility Provider Account Adequate Debtor Utility Provider Address Utility Type Name Number(s) Assurance American Eagle Telephone & Eau Gallie LLC, 100 Newport Ave. Ext Granite 4076301 Internet $2,392.89 d/b/a Greenwood Quincy, MA 02171 Communications Place
Table 1 on page 35. Back to List of Tables
Waste Management 800 Capitol Street
Suite 3000
Houston, TX 77002
21-87807-43000 Trash Removal
Spectrum Business 400 Atlantic St.,
Stamford, CT 06901
10202-329000701-
7001*
Cable TV
American Electric
Power/24002
1 Riverside Plaza
Columbus, Ohio 43215-
2372
079-897-911-1-1 Electricity
The Energy
Cooperative
790 B Windmiller Drive
Pickerington, OH 43147
9914217901 Gas
Newark Water
Office
34 S. Fifth St.
Newark, OH 43055
61741 Water & Sewer
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4130521 Telephone &
Internet
Communications
WM Corporate
Services as
Payment Agent
1001 Fannin St
Houston, TX 77002
23-09764-13007 Trash Removal
Colorado Springs
Utilities
111 South Cascade Ave
Colorado Springs, CO
80903
0013 9597 01 Electricity
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4154409 Telephone &
Internet
Communications
Allstream 18110 SE 34TH ST
Bldg One, Ste 100
Vancouver, WA 98683
1237786 Telephone &
Internet
Communications
Colorado Springs
Utilities
111 South Cascade Ave
Colorado Springs, CO
80903
0013 9597 01 Water & Sewer
Colorado Springs
Utilities
111 South Cascade Ave
Colorado Springs, CO
80903
0013 9597 01 Gas
City of Venice, FL 401 West Venice Avenue
Venice, FL 34285
37616-4274 Trash Removal
City of Venice, FL 401 West Venice Avenue
Venice, FL 34285
37616-4274 Water & Sewer
Comcast 1701 JFK Blvd.
Philadelphia, PA 19103
8540000000000000 Cable TV

35

Utility Provider Account Adequate Debtor Utility Provider Address Utility Type Name Number(s) Assurance American Eagle Florida Power & Venice Island General Mail Facility Light Company 38743-76480 Electricity $1,102.39 LLC, d/b/a Maris Miami FL 33188-0001 (FPL) Pointe
Table 1 on page 36. Back to List of Tables
Ferrellgas/MO-
Liberty #40
Lighton Tower
7500 College Blvd 1000
Overland Park, KS 66210
52254605 Gas
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4084879 Telephone &
Internet
Communications
Cullman Electric
Cooperative
1749 Eva Road NE
Cullman, AL 35056
1000014667 Trash Removal
Cullman Electric
Cooperative
1749 Eva Road NE
Cullman, AL 35056
1000014667 Electricity
Spectrum 400 Atlantic St.,
Stamford, CT 06901
8781141320004670 Cable TV
Cullman-Jefferson
Counties Gas
District
1550 Co Rd 715
Hanceville, AL 35077
43197 Gas
W&S Board of the
City of Hanceville
203 Main Street NW
Hanceville AL 35077
1020930000 Water & Sewer
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4154417 Telephone &
Internet
Communications
Waste Pro 1400 S. Orange Blossom
Trail
Orlando, FL 32806
766, 033 Trash Removal
Spectrum 400 Atlantic St.,
Stamford, CT 06901
0031832237-01 Cable TV
Duke Energy/1004 550 S Tyron St.
Charlotte, NC 28202
77196 33429 Electricity
Teco: Peoples Gas 702 N Franklin St
Tampa, FL 33602
211003660472 Gas

36

Utility Provider Account Adequate Debtor Utility Provider Address Utility Type Name Number(s) Assurance American Eagle 3625 Cumberland Blvd Tuskawilla LLC, Gas South Se, Ste 1100 2234792487 Gas $125.70 d/b/a Palmetto Atlanta, GA 30339 Landing
Table 1 on page 37. Back to List of Tables
Seminole County,
FL
1101 East First Street
Sanford, FL 32771
105785-210348 Water & Sewer
Granite 100 Newport Ave. Ext
Quincy, MA 02171
04059239- Telephone &
Internet
Communications
Windstream 4001 Rodney Parham Rd
Little Rock, AR 72212
204994318 Telephone &
Internet
Communications
Waste Management 800 Capitol Street
Suite 3000
Houston, TX 77002
22-97058-53000 Trash Removal
Earth Savers 1116 Ordway Place
Nashville TN 37206
GV029 Trash Removal
Comcast 1701 JFK Blvd.
Philadelphia, PA 19103
8400000000000000 Cable TV
Comcast 1701 JFK Blvd.
Philadelphia, PA 19103
8400000000000000 Telephone &
Internet
Communications
Nashville Electric
Service
1214 Church Street
Nashville, TN 37246
0687454-0139220 Electricity
Piedmont Natural
Gas
4720 Piedmont Row Dr,
Ste 100
Charlotte, NC 28210-
4294
9002537930002 Gas
Hendersonville
Utility District
125 Indian Lake Road
Hendersonville, TN
37075
00054019-
03108056
Water & Sewer
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4154403 Telephone &
Internet
Communications
Senior Living
Communications,
LLC
5711 Yeats Manor Drive
Suite 302
Tampa, FL 33616
BR1903 Telephone &
Internet
Communications

37

Utility Provider Account Adequate Debtor Utility Provider Address Utility Type Name Number(s) Assurance American Eagle 100 New Park Place Pleasant Prairie Green For Life Suite 500 U8-140575 Trash Removal $460.09 LLC, d/b/a Robin Environmental Vaughan, ON L4K 0H9 Way Canada
Table 1 on page 38. Back to List of Tables
Spectrum Business 400 Atlantic St.,
Stamford, CT 06901
10404-710008201-
5001
Cable TV
WE
Energies/Wisconsin
Electric/Gas
231 W Michigan St
Milwaukee, WI 53202
0719045884-00001 Electricity
WE
Energies/Wisconsin
Electric/Gas
231 W Michigan St
Milwaukee, WI 53202
0719045884-00001 Gas
Pleasant Prairie
Utilities
9915 39th Ave
Pleasant Prairie WI 53158
27012-53221 Water & Sewer
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4120160 Telephone &
Internet
Communications
Windstream 4001 Rodney Parham Rd
Little Rock, AR 72212
5786644 Telephone &
Internet
Communications
AT&T C/O AT&T Services Inc
Attn Karen Cavagnaro,
Lead Paralegal
One AT&T Way, Room
3A104
Bedminster, NJ 07921
262 697-8680 697 2 Telephone &
Internet
Communications
Shred-it USA 28883 Network Place,
Chicago, IL 60673-1288
US
12454983 Trash Removal
Waste Management
of Tenn-Knoxville
1010 Jericho Dr
Kingsport, TN 37663-
3966
21-68988-33003 Trash Removal
Comcast 1701 JFK Blvd.
Philadelphia, PA 19103
8396500360007570 Cable TV
Rockwood Electric
Utility
341 W. Rockwood St.
Rockwood, TN 37854
208976-109053 Electricity
Kingston Water
Department, TN
900 Waterford Place
Kingston TN 37763
012-07975-02 Water & Sewer

38

Utility Provider Account Adequate Debtor Utility Provider Address Utility Type Name Number(s) Assurance d/b/a Sycamore Trace
Table 1 on page 39. Back to List of Tables
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4093204 Telephone &
Internet
Communications
Exclaimer Ltd. 445 Park Avenue
New York, NY 10022 US
84840244 Telephone &
Internet
Communications
Waste Management 800 Capitol Street
Suite 3000
Houston, TX 77002
21-92920-63007 Trash Removal
Skjeveland
Enterprises
665 Northwest 32nd
Avenue, Owatonna, MN,
55060 US
No account
numbers
Trash Removal
Shred-it USA 28883 Network Place,
Chicago, IL 60673-1288
US
12441421 Trash Removal
Owatonna Public
Utilities
208 Walnut Avenue
Owatonna, MN 55060
710288 Electricity
Owatonna Public
Utilities
208 Walnut Avenue
Owatonna, MN 55060
710288 Gas
Owatonna Public
Utilities
208 Walnut Avenue
Owatonna, MN 55060
710288 Water & Sewer
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4154280; 04154284 Telephone &
Internet
Communications
City of Leesburg,
FL
501 West Meadow Street
Leesburg, FL 34748
628305-572190;
626995-599050
Electricity
City of Leesburg,
FL
501 West Meadow Street
Leesburg, FL 34748
626995-599050;
628305-572190
Trash Removal
City of Leesburg,
FL
501 West Meadow Street
Leesburg, FL 34748
626995-599050 Gas
City of Leesburg,
FL
501 West Meadow Street
Leesburg, FL 34748
626995-599050;
628305-572190
Water & Sewer
Comcast 1701 JFK Blvd.
Philadelphia, PA 19103
8535 10 114
0342224
Cable TV

39

Utility Provider Account Adequate Debtor Utility Provider Address Utility Type Name Number(s) Assurance American Eagle Telephone & 100 Newport Ave. Ext Leesburg LLC, Granite 4059353 Internet $1,119.81 Quincy, MA 02171 d/b/a Vista Lake Communications
Table 1 on page 40. Back to List of Tables
Waste Management
of Ohio, Inc
1700 N Broad St
Fairborn, OH, 45324-
9747
21-87795-63009 Trash Removal
Spectrum 400 Atlantic St.,
Stamford, CT 06901
01080-021057501-
3001
Cable TV
Ohio Edison 76 South Main Street
Akron, OH 44308-1890
110 010 858 931 Electricity
Dominion Energy
Ohio/26785
120 Tredegar St
Richmond, VA 23219-
4306
6 5000 1519 1392 Gas
City of Ravenna,
OH
530 N Freedom St
Ravenna OH 44266-2404
99.2960.1 Water & Sewer
Granite 100 Newport Ave. Ext
Quincy, MA 02171
4137224 Telephone &
Internet
Communications
Windstream 4001 Rodney Parham Rd
Little Rock, AR 72212
7175162 Telephone &
Internet
Communications

40