UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re
BACK YARD BURGERS, INC., et a/.
1
Chapter 11
Case No. 1 2 - I J ~ cPJN)
Debtors. (Joint Administration Pending)
Ref. Docket No.3_
INTERIM ORDER UNDER SECTION 366 OF THE BANKRUPTCY CODE
(A) PROHIBITING UTILITIES FROM ALTERING, REFUSING,
OR DISCONTINUING SERVICE, (B) DEEMING UTILITIES ADEQUATELY
ASSURED OF FUTURE PERFORMANCE, AND (C) ESTABLISHING
PROCEDURES FOR DETERMINING ADEQUATE ASSURANCE OF PAYMENT
Upon the motion (the "Motion")
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filed by the above-captioned debtors and debtors-in-
possession (collectively, the "Debtors") seeking entry of interim and final orders: (a) prohibiting
their Utility Providers from altering, refusing, or discontinuing service; (b) deeming Utility
Providers adequately assured of future performance; and (c) establishing procedures for
determining adequate assurance of payment; and upon the Declaration of James E. Boyd, Jr. in
Support of the Debtors' Chapter 11 Petitions and Requests for First Day Relief (the "First Day
Declaration"); and it appearing that this Court has jurisdiction to consider the Motion pursuant
to 28 U.S.C. 157 and 1334; and it appearing that venue of these cases and the Motion in this
district is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that this matter is a
core proceeding pursuant to 28 U.S.C. 157(b); and this Court having determined that the relief
2
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax
identification number, are: Back Yard Burgers, Inc. (7163), BYB Properties, Inc. (9046), Nashville BYB,
LLC (6507) and Little Rock Back Yard Burgers, Inc. (9133). The mailing address of the Debtors is: St.
Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Motion.
FTL 1 08944889v2
requested in the Motion is in the best interests of the Debtors, their estate's, their creditors and
other parties in interest; and it appearing that proper and adequate notice of the Motion has been
given and that no other or further notice is necessary; and after due deliberation thereon; and
good and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT:
1. For the reasons set forth on the record, the Motion is granted on an interim basis,
as set forth herein.
2. Until such time that the Final Order is entered by the Court, all Utility Providers
are prohibited from discontinuing, altering, or refusing service to the Debtors on account of any
unpaid prepetition charges, or discriminating against the Debtors, or requiring payment of a
deposit or receipt of any other security for continued service as a result of the Debtors'
bankruptcy filing or any outstanding prepetition invoices other than as set forth in the Motion,
provided the Debtors are in compliance with the terms of this Interim Order.
1. Within the later of twenty (20) days ofthe Petition Date or ten (10) days
from the entry of this interim Order, the Debtors shall make the Adequate Assurance Deposits,
into a separate bank account established for that purpose (the "Adequate Assurance Account"),
in an amount equal to 50% of the Debtors' average monthly utility consumption cost over a six
month period for each of the Utility Providers listed on Exhibit A hereto for the purpose of
providing such Utility Providers with adequate assurance of their post-petition services to the
Debtors (the "Adequate Assurance Deposit"). The amount of such Adequate Assurance Deposit
for each such Utility provider is set forth in Exhibit A attached hereto.
2. Notwithstanding anything to the contrary in the Motion, the Debtors may not
consider any pre-petition deposit held by a Utility Provider when determining the amount of
post-petition deposit to be made on behalf of such Utility Provider.
FTL 1 08944889v2
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3. . If a Utility Provider believes adequate assurance is required beyond the adequate
assurances provided by the Debtors under this Order, it must request such additional assurance
pursuant to the following procedures (the "Adequate Assurance Procedures"):
FTL 1 08944889v2
A. If a Utility Provider is not satisfied with the assurance of future payment
provided by the Debtors, the Utility Provider must serve a written request (the
"Additional Assurance Request") upon the Debtors setting forth the
locations(s) for which Utility Services are provided, the account number(s) for
such locations(s), the outstanding balance for each account, a summary of the
Debtors' payment history on each account, and an explanation of why the
Adequate Assurance Deposit is inadequate assurance of payment;
B. The Additional Assurance Request must actually be filed with the Court and
received by (i) the Debtors, c/o Back Yard Burgers, Inc., St. Clouds Building,
500 Church Street, Suite 200, Nashville, TN 37219 (Attn: Laura DeRise,
Esq.), and (ii) the Debtors' counsel, Greenberg Traurig, LLP, The Nemours
Building, 1007 North Orange Street, Suite 1200, Wilmington, Delaware
19801 (Attn: Dennis A. Meloro, Esq.) and Greenberg Traurig, LLP, 200 Park
Avenue, New York, New York 10166 (Attn: Maria J. Diconza, Esq
(diconzam@gtlaw.com) and Matthew L. Rinker, Esq (hinkerm@gtlaw.com)
(collectively, the "Notice Parties");
C. The Debtors may, in their discretion, resolve any Additional Assurance
Request by mutual agreement with the Utility Provider and without further
order of the Court, and may, in connection with any such agreement, in their
discretion, provide a Utility Provider with additional adequate assurance of
future payment including, but not limited to, cash deposits, prepayments,
and/or other forms of security, without further order of this Court, if the
Debtors believe such additional assurance is reasonable;
D. If the Debtors determine that an Additional Assurance Request is not
reasonable and are not able to reach an alternative resolution with the Utility
Provider within 30 days of the Additional Assurance Request, the Debtors will
request a hearing before this Court, to be held at a date and time to be
scheduled promptly by the Debtors upon notice to the applicable Utility
Provider, to determine the adequacy of assurances of payment with respect to
a particular Utility Provider (the "Determination Hearing") pursuant to
section 366(c)(3) ofthe Bankruptcy Code;
E. Pending resolution of any such Determination Hearing, such particular Utility
Provider shall be restrained from discontinuing, altering, or refusing service to
the Debtors on account of unpaid charges for prepetition services or the
Debtors' bankruptcy filing;
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F. A Utility Provider shall be deemed to have adequate assurance of payment
unless and until (a) the Debtors, in their sole discretion, agree to an Additional
Assurance Request or agree to an alternative assurance of payment with the
Utility Provider during the Resolution Period, or (b) this Court enters an order
requiring that additional adequate assurance of payment be provided;
G. The Adequate Assurance Deposit shall be deemed adequate assurance of
payment for each Utility Provider unless and until such provider makes an
Additional Assurance Request; and
H. At any time, the Debtors may terminate service from any Utility Provider
Such termination shall be effective immediately upon Debtors' written notice
to the Utility Provider. At such time, Debtors shall no longer be required to
make any more payments to such Utility Provider for any services provided
after such termination, and shall be permitted to reduce the Adequate
Assurance Deposit for such Utility Provider; provided however, that the funds
may not be reduced until such time as the Debtors settle with the applicable
Utility Provider on account of post-petition services, or any dispute regarding
the same is resolved by the Court ..
3. The Motion and this Interim Order, along with the notice of hearing on the final
order, shall be served, via first-class mail, on each Utility Provider the Debtors believe could be
affected by the Motion and all other parties required to receive service under Del. Bankr. L.R.
2002-1 (b) within two (2) business days of entry of this Interim Order.
4. [lnkvrhoM\
5. The deadline by which objections to the Motion and the Final Order must be filed
is tJov. 5 , 2012 at 4:00p.m. (Prevailing Eastern Time). A final hearing, if required, on the
Motion will be held on JJov. , 2012 -f.m. (Prevailing Eastern Time). Objections
must be served on the Notice Parties listed in paragraph 3(B) above, and the Office of the United
States Trustee, Attn; Juliet Sarkessian, 844 King Street, Suite 2207, Wilmington, DE 19801, Fax:
302-573-6497, Juliet.M.Sarkessian@usdoj.gov.
6. To the extent that the Debtors subsequently identify additional providers of Utility
Services or determine that an entity was improperly included as a Utility Provider, the Debtors
have the authority, in their sole discretion and without further order of Court, to amend the
FTL 1 08944889v2
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Utility Provider List to add or delete any Utility Provider. If the Debtors add any Utility
Providers to the Utility Provider List, the Debtors will serve a copy of the Motion, this Interim
Order, and Final Order (if entered), along with the applicable portion of the amended Utility
Provider List, on such Utility Provider within 5 business days after the Debtors file the amended
Utility Provider List (the "Subsequent Notice"). The Debtor will deposit into the Adequate
Assurance Account an adequate assurance deposit in an amount equal to 50% of the Debtor's
average monthly utility consumption over the course of 12 months for any added Utility
Provider. Such subsequently added Utility Provider will be subject to the Adequate Assurance
Procedures set forth in this Order and any Final Order entered on the Motion. For any entity that
is removed from the Utility Provider List, the Debtors shall serve that entity with notice of
removal and such entity shall have 5 business days from the date of service of such notice to
object to that removal.
7. Notwithstanding the relief granted herein any actions taken pursuant thereto,
nothing herein shall be deemed: (i) an admission as to the validity of any claim against the
Debtors; (ii) a waiver of the Debtors' right to dispute any claim on any grounds; (iii) a promise
or requirement to pay any claim; (iv) an implication or admission that any particular claim is of a
type specified or defined hereunder; (v) a request or authorization to assume any agreement,
contract or lease pursuant to section 365 of title 11 of the Bankruptcy Code; or (vi) a waiver of
the Debtors' rights under the Bankruptcy Code or any other applicable law.
8. Rule 6003(b) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy
Rules") has been satisfied because the relief requested in the Motion is necessary to avoid
immediate and irreparable harm to the Debtors.
FTL 1 08944889v2
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9. Notwithstanding any applicability of Bankruptcy Rule 6004(h), the terms and
conditions of this Order shall be immediately effective and enforceable upon its entry.
10. Notwithstanding anything to the contrary contained herein any payment to be
made, or authorization contained, hereunder shall be subject to the requirements imposed on the
Debtors under any approved debtor-in-possession financing facility, or any order regarding the
Debtors' postpetition financing or use of cash collateral.
11. The Court shall retain jurisdiction with respect to all matters arising from or
related to the implementation of this Interim Order.
Dated: 0 .;:1-Lf'/ cJ,t!J /-2.
I /
FTL 1 08944889v2
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Exhibit "A"
List of Utility Providers
Vendor Type Address Phone
AT&T Phone/Internet P.O. Box 105262, 877.438.0041
Atlanta, GA 30318-
5262
AT&T MOBILITY Phone P.O. Box 6463, Carol 800.331.0500
Stream, IL 60197-
6463
AT&T TELECONFERENCE Phone P.O. Box 2840, 800.722.3481
svcs Omaha, NE 68103-
2840
A TMOS ENERGY Gas P.O. Box 790311, St. 888.286.6700
Louis, MO 63179-
0311
BARTLETT WATER DEPT. Water P.O. Box 341027, 901.385.5585
Bartlett, TN 38184-
1027
CDE LIGHTBAND Electric P.O. Box 31509, 931.648.8153
Clarksville, TN
37040
CENTERPOINT ENERGY Gas P.O. Box 2628, 800.992.7552
Houston, TX 77252-
2628
CHARTER Internet, Phone, P.O. Box 742613, 800.314.7195
COMMUNICATIONS Cable Cincinnati, OH
45274
.
CITY OF BATESVILLE GAS Gas & Water 103 College St., 662.563.4576
& WATER Batesville, MS 3 8606
CITY OF BRENTWOOD Water P.O. Box 875, 615.661.7061
Brentwood, TN
37024
---
CITY OF FRANKLIN Water P.O. Box 306097, 866.696.1916
Nashville, TN 37230
CITY OF GERMANTOWN Water P.O. Box 38809, 901.751.7605
Germantown, TN
38183-0809
CITY OF MILLINGTON Water P.O. Box 247, 901.872.2211
Millington, TN
38083
CITY OF OLIVE BRANCH Gas & Water 9200 Pigeon Roost, 662.892.9305
Olive Branch, MS
38654
--- -
CITY OF PANAMA CITY Water 110 South Arnold 850.233.5100
BEACH Road, Panama City
Bch, FL 32413
.. ---
CITY OF SOUTHA YEN Water 5 813 Pepper Chase 662.393.7353
Drive, Southaven,
MS 38671
CITY WATER & LIGHT Water & Electricity P.O. Box 1289, 870.930.3300
Jonesboro, AR
72403-1289
-
CLARKSVILLE GAS & Gas & Water P.O. Box 31329, 931.645.7400
WATER Clarksville, TN
37040-0023
COM CAST Internet/Phone P.O. Box 105184, 800.229.7150
Atlanta, GA 30348-
5184
COM CAST Internet/Phone P.O. Box 37601, 866.511.6489
Philadelphia, P A
19101-0601
COX COMMUNICATIONS Internet P.O. Box 9001078, 850.796.1269
Louisville, KY
40290-1078
DIRECTTV Internet P.O. Box 60036, Los 888.388.4249
Angeles, CA 90060
ENTERGY Electric P.O. Box 8105, 800.368.3749
Baton Rouge, LA
70891-8105
GRANITE Phone 100 Newport Ave 866.547.5500
TELECOMMUNICATIONS Ext., Quincy, MA
02171
HENDERSONVILLE Water P.O. Box 180, 615.824.3717
UTILITY DISTRICT Hendersonville, TN
37077-0180
INFINITE ENERGY, INC Gas 7001 sw 24th 866.258.2290
A venue, Gainesville,
FL 32607-3704
JACKSON ENERGY Electric, Gas, Water P.O. Box 2288, 731.422.7500
AUTHORITY Jackson, TN 38302-
2288
MALLORY VALLEY Water P.O. Box 306056, 615.628.0237
UTILITY DTST. Nashville, TN 37230-
6056
1------
MEMPHIS LIGHT, GAS, Electric, Gas, Water P.O. Box 388, 901.528.4270
AND WATER Memphis, TN 38145-
0388
- , - ~ -
METRO WATER SERVICES Water P.O. Box 305225, 615.862.4600
Nashville, TN 37230-
5225
------------- -- . - ----- ---- - - - - - - - ~ - - - - - - - - - - - - -
MIDDLE TENNESSEE Electric P.O. Box 681709, 877.777.9020
ELECTRIC Franklin, TN 37068-
1709
----------
MILLINGTON CATV INC Internet P.O. box 399, 901.872.3600
Millington, TN
38083-0399
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MILLINGTON CITY Water 7930 Nelson, -1 901.872.2211
SERVICES Millington, TN
38053-2004
MILLINGTON TELEPHONE Phone P.O. Box 429, 901.872.3311
co Millington, TN
38083
MURFREESBORO Electric P.O. Box 9, 615.893.5514
ELECTRIC DEPT. Murfreesboro, TN
37133-0009
MURFREESBORO WATER Water P.O. Box 897, 615.848.3209
AND SEWER Murfreesboro, TN
37133-0897
NASHVILLE ELECTRIC Electric 1214 Church Street, 615.736.6900
SERVICE Nashville, TN 3 7246-
0003
NORTHCENTRAL Electric P.O. Box 405, 662.895.2151
MISSISSIPPI Byhalia, MS 3 8611-
0405
OKALOOSA GAS DISTRICT Gas P.O. Box 548, 850.729.4700
Valparaiso, FL
32580-0548
--
PIEDMONT NATURAL GAS Gas P.O. Box 660920, 800.752.7504
Dallas, TX 75266-
0920
SOUTH WALTON UTILITY Water 369 Miramar Beach 850.837.2988
COMPANY Drive, Miramar
BCH, FL 32550
SPRINT Phone P.O. Box 219100, 800.877.4646
Kansas City, MO
64121-9100
SUDDENLINK Internet P.O. Box 660365, 800.490.9604
Dallas, TX 75266-
0365
-
TALLAHATCHIE VALLEY Electric P.O. Box 513, 662.563.4742
ELECTRIC Batesville, MS
38606-0513
TECO PEOPLE GAS Gas P.O. Box 31017, 877.832.6747
Tampa, fL 33631-
3017
THE NEXUS GROUP Internet 1661 Murfreesboro 615.221.4200
Pike, Nashville, TN
37217
TOWN OF COLLIERVILLE Water 500 Polplar View 901.457.2240
Pkwy, Collierville,
TN 38017-3440
---WATER AUTHORITY OF
--
Water 10 1 Cowan Road, 615.441.4188
DICKSON CTY Dickson, TN 37055
WIND STREAM Phone P.O. Box 580451, 800.600.5050
COMMUNICATIONS Charlotte, NC 28258-
0451
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COOKS PEST CONTROL Pest Control PO Box 280390, 615.360.3777
Nashville TN 37228
ORKIN Pest Control 2014 Lewis Turner 850.863.1822
Blvd., Ft. Walton
Bch, FL 32547-1352
TERMINIX Pest Control PO Box 742592, 870.935.4362
Cincinnati, OH
45274-2592
ALLIED WASTE Waste 850 E. Jefferson 615.895.3711
Pike, Murfreesboro,
TN 37130
WASTE MANAGEMENT OF Waste 2555 Meridian Blvd 256.851.0067
ALABAMA Ste 200, Memphis,
TN 37067
CITY OF JACKSON Waste 180 S. Conalco 731.425.8545
Drive, Jackson, TN
38302
CITY OF FRANKLIN Waste PO Box 487, 615.794.4572
Franklin, TN 37065-
0487
MARCK RECYCLING & Waste 6734 Hwy 141 870.935.1491
WASTE SERVICES North, Jonesboro,
AR 72401
ACKERMAN SECURITY Security 1346 Oakbrook Drive
#175, Atlanta, GA
30093
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