UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

WEST PALM BEACH DIVISION

www.flsb.uscourts.gov

IN RE: CASE NO.: 19-18585-MAM

Chapter 11

MERIDIAN MARINA & YACHT CLUB 

OF PALM CITY, LLC

Debtor. 

______________________________/

AMENDED PLAN OF REORGANIZATION

FOR MERIDIAN MARINA & YACHT CLUB

OF PALM CITY, LLC

KELLEY, FULTON & KAPLAN, P.L.

Attorneys for Debtor in Possession

1665 Palm Beach Lakes Blvd.

The Forum - Suite 1000

West Palm Beach, Florida 33401

Telephone: (561) 491-1200

Facsimile: (561) 684-3773

 By: _/s/_Craig Kelley___ 

Craig I. Kelley, Esquire

Florida Bar No.: 782203

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TABLE OF CONTENTS

ARTICLE I – DEFINITIONS ............................................................................................ 1

ARTICLE II - PROVISIONS FOR ADMINISTRATIVE CLAIMS & FEES ......................... 4

ARTICLE III - CLASSIFICATION OF OTHER CREDITOR’S CLAIMS AND 

TREATMENT OF CLASSES OF CREDITORS AND CLAIMS UNDER THE PLAN

............................................................................................................................. 5

ARTICLE IV – IMPAIRMENT .......................................................................................... 7

ARTICLE V - EXECUTION OF THE PLAN ..................................................................... 7

ARTICLE VI - POST-CONFIRMATION REORGANIZED................................................ 8

DEBTOR’S STRUCTURE............................................................................................... 8

ARTICLE VII - EXECUTORY CONTRACTS AND UNEXPIRED LEASES...................... 8

ARTICLE VIII - MODIFICATION OF THE PLAN ............................................................. 8

ARTICLE IX - CONFIRMATION REQUEST.................................................................... 9

ARTICLE X - EFFECT OF CONFIRMATION ................................................................ 10

ARTICLE XI - RETENTION OF JURISDICTION........................................................... 10

ARTICLE XII- MISCELLANEOUS................................................................................. 12

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MERIDIAN MARINA & YACHT CLUB OF PALM CITY, LLC Debtor in Possession, 

hereby proposes the following Plan of Reorganization pursuant to Chapter 11 of the 

Bankruptcy Code.

ARTICLE I – DEFINITIONS

For purposes of this Plan of Reorganization, and as may be amended, (the "Plan") 

and to the extent not otherwise provided herein, the terms below shall have the respective 

meanings hereinafter set forth and, unless otherwise indicated, the singular shall include 

the plural and any term in the Plan which is not defined below, but which is used in the 

Bankruptcy Code, shall have the meaning assigned to it in the Bankruptcy Code. The 

following terms when used in this Plan shall, unless the context otherwise requires, have 

the following meanings:

1.1 "Administrative Claim" means a claim allowed under Section 503(b) of the 

Bankruptcy Code that is entitled to priority under Section 507(a)(1) of the Bankruptcy Code.

1.2 "Allowed Claim" means (1) any claim listed in the Debtor’s Schedules as filed 

in connection with its Bankruptcy and not scheduled as unliquidated, contingent or 

disputed, and/or (2) any claim against the Debtor, a Proof of which was timely filed on or 

before the bar date established by Order of the Bankruptcy Court pursuant to Bankruptcy 

Rule 3003(c) for claims against the Debtor’s estate, against which filed claim no objection 

to the allowance thereof has been interposed, or as to any such objection there has been a 

final order entered and/or (3) any claim against the Debtor which is reduced to writing and 

is consented to by the Debtor and liquidated in an amount, which writing has been 

approved by a final Order.

1.3 "Allowed Priority Claim" means that portion of an Allowed Claim entitled to 

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priority under Section 507(a)(3), (4) (6) and (8) of the Bankruptcy Code. 

1.4 "Allowed Secured Claim" means an Allowed Claim of a creditor secured by a 

"Lien", as that term is defined in Section 101(37) of the Bankruptcy Code against any 

"property" of the Debtor’s estate, but only to the extent of the "value", as determined by the 

Bankruptcy Court pursuant to Section 506(a) of the Bankruptcy Code and Bankruptcy Rule 

3012 or as otherwise agreed to, of such creditors interest in such estate's interest in such 

property, but excluding claims under Section 506(b). In accordance with the definition set 

forth in Section 506(a) of the Bankruptcy Code, an "Allowed Secured Claim" specifically

excludes that portion of an Allowed Claim of a creditor having a Lien against any property 

of the Debtor’s estate to the extent that the value of such creditors interest is less than the 

amount of such allowed claim. Only liens on property of the estate of the Debtor or on the 

proceeds thereof which are valid, perfected, and enforceable under applicable law and not 

subject to avoidance under the Bankruptcy Code or applicable non-Bankruptcy Law shall 

be an Allowed Secured Claim.

1.5 "Allowed Tax Claim" means any Allowed Claim of a taxing authority entitled to 

priority treatment under Section 507(a)(8) of the Bankruptcy Code.

1.6 "Allowed Unsecured Claim" means any Allowed Claim which is not an 

Administrative Claim, an Allowed Priority Claim, or an Allowed Secured Claim.

1.7 "Claimant" means the holder of a claim. 

1.8 "Continuing Operations" means the ongoing business operation and such 

other businesses in which the reorganized Debtor may engage from time to time.

1.9 "Debtor" means MERIDIAN MARINA & YACHT CLUB OF PALM CITY, LLC 

1.10 "Disputed Claim" means any Claim designated as disputed, contingent or 

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unliquidated in the Debtor’s Schedules filed in connection with this Bankruptcy Case, or any 

Claim against which an objection to the allowance thereof has been, or will be, interposed, 

and as to which no final Order has been entered. 

1.11 "Effective Date" means thirty (30) days after the entry of the Order of 

Confirmation at which time the initial payments called for herein will commence, unless 

stated otherwise in the Plan.

1.12 "Final Order" means an Order or Judgment entered by the Bankruptcy Court, 

or another Court of competent jurisdiction, in connection with the Debtor’s reorganization 

case, which has not been reversed, stayed, modified, or amended and as to which the time 

to appeal or to seek certiorari, review or rehearing has expired, as to which no petition for 

certiorari, review or rehearing is pending or as to which any right to appeal or to seek 

certiorari, review or rehearing has been waived in writing in a manner satisfactory to the 

Debtor.

1.13 "Leases" means those certain Leases that are property of the Estate under 

which machinery, equipment or real property are leased to the Debtor or by the Debtor, as 

may be applicable. 

1.14 "Plan" means this Plan of Reorganization, including any amendments or 

modifications thereto.

1.15 "Priority Claim" means a claim which qualifies for priority treatment under 

Section 507(a)(3), (4) or (6) of the Bankruptcy Code, other than Administrative Claims and 

Tax Claims.

1.16 “Pro Rata” means in the same proportion as each creditor’s Allowed Claim 

bears to the total claims of the class; i.e., a creditor’s pro rata distribution shall be a 

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percentage of the total funds available for distribution which is equal to the amount of the 

creditor’s claim, divided by the sum of (a) the total amount of all Allowed Claims and (b) the 

amount of all Disputed Claims.

1.17 "Record Date" means (a) for the purpose of voting on the Plan, the date of 

entry of an Order approving the Disclosure Statement with respect to the Plan, and, (b) for 

the purpose of any distribution to holders of allowed interest under the Plan, the 

Confirmation Date.

1.18 "Secured Creditor" means the holder of an allowed Secured Claim.

1.19 "Tax Claim" means a claim filed by a Taxing Authority alleging priority status 

under Section 507(a)(8) of the Bankruptcy Code.

1.20 "Unsecured Creditor" means the holder of an Allowed Unsecured Claim, other 

than an Administrative Claim, Priority Claim, Secured Claim or Tax Claim. 

1.21 "Confirmation Date" means the date in which the Confirmation Order is entered 

on the Docket by the Bankruptcy Clerk.

1.22 "Confirmation Order" means an Order of the Bankruptcy Court confirming the 

provisions of the Plan of Reorganization, and any amendments or modifications thereto, 

pursuant to 11 U.S.C. Section 1129 of the Bankruptcy Code.

ARTICLE II - PROVISIONS FOR ADMINISTRATIVE CLAIMS & FEES

2.1 Administrative Claims

All allowed Administrative Claims of the type specified in 11 U.S.C. Section 507(a)(1) 

shall be paid (a) in full on the Effective Date of the Plan, or (b) if such claim is objected to, 

on the date of the Final Order allowing any such Administrative Claim, or (c) upon such 

other terms as may be agreed to between the Debtor and each such Administrative 

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Claimant. All case related payments for services, costs, and expenses will be subject to 

Court approval. The administrative claimants include the Debtor’s attorney and the Office 

of the U.S. Trustee. Payment of the administrative claims for the Debtor’s counsel is 

subject to set off for pre-petition retainers, as well as approval by the Court of very detailed 

fee applications. The scheduling Order for Confirmation will set forth a deadline for the 

filing of all administrative claims, which will be paid on or before confirmation, unless other

payment arrangements are reached between the Debtor and the claimant. 

2.2 All Fees Due Under Section 1129(a)(12) of the Bankruptcy Code shall be paid 

as required by 28 U.S.C. Section 1930, or as ordered by the Court at confirmation.

ARTICLE III - CLASSIFICATION OF OTHER CREDITOR’S CLAIMS AND 

TREATMENT OF CLASSES OF CREDITORS AND CLAIMS UNDER THE PLAN

3.1 An Allowed Claim is part of a particular class only to the extent that the 

Allowed Claim qualifies within the definition of that class and, is in a different class to the 

extent that the remainder of the Claim qualifies within the description of a different class.

 3.2 All payments under this Plan shall commence on the Effective Date of the 

Plan, unless indicated otherwise.

 3.3 The remaining Creditors and Allowed Claims are divided into the following 

classes, which classes shall be mutually exclusive, and satisfied in full as follows:

Administrative Claims: The administrative claimants include Debtor’s attorney and 

the Office of the U.S. Trustee. Payment of the administrative claims for Debtor’s counsel is 

subject to set off for pre-petition retainers, as well as approval by the Court of very detailed 

fee applications. The Confirmation Order will set forth a deadline for the filing of all 

administrative claims, including all professional’s fee applications, which will be paid in full 

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ether upon confirmation of this case or from the closing proceeds set aside and escrowed 

for that purpose pursuant to the Sale Order.

1. Class One: (Martin County Marine Holdings, LLC): The secured claim of 

Martin County Marine Holdings, LLC in the amount of $4,417,341.17 plus reasonable fees, 

costs, or charges provided for under the agreement shall be paid in full upon Closing.

Martin County Marine Holdings, LLC filed a Proof of Claim. This claim is unimpaired.

2. Class Two: (Florida Department of Revenue): The priority claim of Florida 

Department of Revenue in the amount of $27,544.65 shall be paid in full upon Closing.

Florida Department of Revenue filed a Proof of Claim. This claim is unimpaired.

3. Class Three: (Department of the Treasury – Internal Revenue Service): 

The priority claim of Department of the Treasury – Internal Revenue Service in the amount 

of $100.00 shall be paid in full upon Closing. This claim is unimpaired.

4. Class Four (Mracheck Law): The secured claim of Mracheck Law in the 

amount of $266,857.59 shall be paid in full upon Closing. Mracheck Law filed a Proof of 

Claim. This claim is unimpaired.

5. Class Five (Martin Downs Property Owners' Association, Inc.): The 

secured claim of Martin Downs Property Owners' Association, Inc., in the amount of 

$2,042.93 plus any additional fees that may have accrued post-petition shall be paid in full 

upon Closing. Martin Downs Property Owners' Association, Inc. filed a Proof of Claim.

This claim is unimpaired.

6. Class Six (5T Wealth Partners LP): The secured claim of 5T Wealth 

Partners LP in the amount of $7,962.25 shall be paid in full upon Closing. 5T Wealth 

Partners LP filed a Proof of Claim. This claim is unimpaired.

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7. Class Seven (General Unsecured Creditors): The General Unsecured 

claims include all other allowed claims of Unsecured Creditors, subject to any Objections 

that are filed and sustained by the Court. The undisputed general unsecured claims shall 

receive a lump sum payment pro rata distribution of $298,782.78 which shall be paid on the 

Effective Date from sale proceeds set aside and escrowed pursuant to the Sale Order. 

8. Class Eight (Equity): Debtor shall retain any net sale proceeds after 

payment of all claims in full (Allowed Secured Claims and Allowed Priority and General 

Unsecured Claims) upon closing of the transaction. Logically, the principal, Timothy 

Mullen, will receive a distribution after all claims are paid in full. This claim is impaired. 

3.4 Blank Ballot

Any ballot not filed in accordance with the filing instructions on the Ballot 

pertaining to this Plan shall not be counted for voting purposes.

ARTICLE IV – IMPAIRMENT

4.1 According to the above terms of this Plan, Class 8 is impaired. Impaired

Classes will be treated as fully set forth in Article III above. Unimpaired classes are not 

entitled to vote for the Plan.

ARTICLE V - EXECUTION OF THE PLAN

5.1 The creditors will be paid from the sale of the assets pursuant to the Purchase 

and Sale Agreement. The Debtor submits that there will be sufficient net sales proceeds to 

make all distributions to Classes 1-7, as reflected in the Disclosure Statement and Exhibits 

attached thereto. 

5.2 Upon the entry of the Confirmation Order, the Debtor shall be vested with all 

the Debtor in Possessions’ rights, title and interests in the remaining assets of MERIDIAN 

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MARINA & YACHT CLUB OF PALM CITY, LLC free and clear, of all claims and interests 

of Creditors, except as otherwise provided herein. The tax provisions and exemptions of 

11 U.S.C., Section 1146 shall apply to all transactions contemplated by this Plan.

5.3 After the entry of Order of Confirmation, the Reorganized Debtor will 

manage its financial and business affairs without further supervision of the Court. The 

Debtor will no longer continue to operate except to the extent that it will retain ownership of 

1120 SW Chapman Way.

5.4 The Disbursing Agent for the initial distribution under the Plan shall be Kelley,

Fulton, & Kaplan, P.L. from funds the sale of the assets. All subsequent payments shall be 

made by the Debtor and/or the reorganized Debtor.

ARTICLE VI - POST-CONFIRMATION REORGANIZED

DEBTOR’S STRUCTURE

6.1 Debtor’s primary assets shall be liquidated and there shall be no further 

operations. Debtor shall retain 1120 SW Chapman Way for a future sale.

ARTICLE VII - EXECUTORY CONTRACTS AND UNEXPIRED LEASES

7.1 Debtor shall not assume any executory contracts or unexpired leases. 

7.2 Any and all Executory Contracts and unexpired leases of the Debtor not 

expressly assumed within the Plan, not assumed prior to the Confirmation Date, or as of 

the Confirmation Date, or the subject of pending applications to assume, shall be deemed 

rejected. Contracts and Leases will be assumed on the Effective Date.

7.3 Any claim for a rejected contract or lease shall be paid as a General 

Unsecured Claim by agreement, or upon determination by the Court, to the extent that such 

claims are allowed.

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ARTICLE VIII - MODIFICATION OF THE PLAN

8.1 The Debtor may propose amendments to or modifications of this Plan, and 

any amendments thereto, at any time prior to confirmation with the leave of Court upon 

notice to parties entitled to receive the same. After confirmation, the Debtor, may, with 

approval of the Court, and so long as it does not materially adversely affect the interest of 

creditors, remedy any defect or omission, or reconcile any inconsistencies of the Plan, or in 

the Order of Confirmation, in such a manner as is necessary to carry out the purposes and 

effect of this Plan. 

8.2 The Debtor further reserves the right, at any time after confirmation, to pay 

down at a faster rate to any different class the sums indicated and set forth in Articles III 

above, should such monies be available.

ARTICLE IX - CONFIRMATION REQUEST

9.1 If all of the applicable provisions of 11 U.S.C. Section 1129(a), [other than 

paragraph (8)], are found to have been met with respect to the Plan, the Debtor seeks

confirmation pursuant to 11 U.S.C. Section 1129(a). The Debtor reserves the right, in the 

event that impaired classes reject the Plan of Reorganization, or any amendments or 

modifications thereto, to seek confirmation of the Plan pursuant to the “cramdown” 

provisions of 11 U.S.C. Section 1129(b), if the Court finds at a hearing on confirmation that 

the Plan does not discriminate unfairly and is fair and equitable with respect to each 

dissenting class. Furthermore, in order for the Plan to be confirmed, of the ballots or votes 

cast, Creditors that hold at least 2/3's in amount and more than 1/2 in number of the 

allowed claims of impaired classes must accept the Plan.

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ARTICLE X - EFFECT OF CONFIRMATION

10.1 Discharge: Except as otherwise provided in this Plan, confirmation of the 

Plan shall be deemed to have discharged the Debtor, and its professionals, pursuant to 

Section 1141(d)(1) of the Code from any claim that arose on or prior to the Confirmation 

Date, and any claim of a kind specified in Section 502(g), (h) or (I) of the Bankruptcy Code 

whether or not: (i) a proof of the claim is filed or deemed to be filed under Sections 501 and 

1111(a) of the Bankruptcy Code; (ii) such claim is allowed under Section 502 of the 

Bankruptcy Code; or (iii) the holder of such claim has accepted the Plan.

10.2 The payments to be made pursuant to this Plan by the Debtor shall be in full 

settlement and satisfaction of all claims against the Debtor.

ARTICLE XI - RETENTION OF JURISDICTION

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11.1 From and after entry of the Confirmation Order, the Bankruptcy Court shall 

retain such jurisdiction as is legally permissible over the reorganization case to insure that 

the purpose and intent of this Plan is carried out and for the following purposes: (a) to hear 

and determine any and all objections to the allowance of any claim; (b) to determine the 

classification of the claim of any creditor and the reexamination of any claims which have 

been allowed for the purposes of voting. The failure by the Debtor to object to, or to 

examine any claims for the purposes of voting, shall not be deemed a waiver of the 

Debtor’s right to object, or reexamine the claim in whole or in part; (c) to hear and 

determine any and all applications for compensation for and reimbursement of expenses to 

professionals, as well as to hear and determine any and all applications for compensation 

and reimbursement of expenses to professionals as well as to hear and determine claims

entitled to priority under Section 507(a)(1) of the Bankruptcy Code, and enforce all Orders 

entered on such fee applications; (d) to enable the Debtor to prosecute any and all

proceedings which may be brought to set aside liens or encumbrances and to recover any 

transfers, property, or damages to which the Debtor may be entitled under applicable 

provisions of the Bankruptcy Code or any Federal, State or local laws; including causes of

action, controversies, disputes and conflicts between the Debtor and any other party 

including but not limited to any causes of actions for objections to claims, preferences or 

fraudulent transfers and obligations or equitable subordination; and to enter any Order 

showing that good, sufficient and marketable legal title is conveyed to the purchaser of any 

of the Debtor’s property; (e) to consider any necessary valuation issues under Section 506 

of the Code, and any proceeding to determine the amount, validity and priority in 

connection with the Debtor’s property; (f) to determine the rights of any party with respect to 

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the assumption or rejection of any Executory Contracts or Unexpired Leases; (g) to correct 

any default, cure any omission or reconcile any inconsistency in the Plan or Order of 

Confirmation, as may be necessary to carry out the purposes and intent of this Plan; (h) to 

modify this Plan after Confirmation, pursuant to applicable sections of the Code; (i) to 

enforce and interpret the terms and conditions of this Plan; (j) to enter Orders to enforce the 

title, rights and power of the estate as the Court may deem necessary; (k) to enter Order 

concluding and closing this case; (l) to make such Order or give such directions as may be 

appropriate under Section 1142 of the Code.

ARTICLE XII- MISCELLANEOUS

12.1 Headings: Headings are utilized in this Plan for the convenience of reference 

only and shall not constitute a part of this Plan for any other purpose.

12.2 Defects, Omissions and Amendments: This Plan may be altered, amended or 

modified by the Debtor before or after the Confirmation Date as provided in Section 1127 of 

the Bankruptcy Code.

12.3 Governing Law: Except to the extent that the Bankruptcy Code or State Law 

is applicable, all rights and obligations arising under this Plan shall be governed by, and 

construed and enforced in accordance with the Laws of the State of Florida, and venue in 

the Southern District of Florida, West Palm Beach Division or Palm Beach County.

12.4 Severability: Should any provision of this Plan be determined to be 

unenforceable, such determination in no way limit or affect the enforceability and the 

operative effect of any or all other provisions of this Plan. 

12.5 Consistency: Should any portion of this Plan or accompanying Disclosure

Statement conflict with any portion of the Petition, Schedules, Statement of Financial 

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Affairs, pleadings or correspondence related to this matter, then the terms herein shall 

prevail and supersede all others. 

12.6 Quarterly Trustee Fees; The Debtor is current in the payment of all quarterly 

fees to the U.S. Trustee to date. Pursuant to 28 U.S.C. Section 1930(a)(6), the Debtor

shall pay to the U.S. Trustee’s office all appropriate quarterly fees based upon post-petition 

disbursements until this case is closed by the entry of a final decree on the confirmed Plan. 

Notwithstanding any other provisions of the Plan to the contrary, the Debtor shall pay the 

United States Trustee the appropriate sum required pursuant to 28 U.S.C. Section 

1930(a)(6), within ten (10) days of the entry of the order confirming this Plan, for preconfirmation periods and simultaneously provide to the United States Trustee an 

appropriate report indicating the cash disbursements for the relevant period. The Debtor,

as reorganized Debtor, shall further pay the United States Trustee the appropriate sum 

required pursuant to 28 U.S.C. Section 1930(a)(6) for post confirmation periods within the 

time period set forth in 28 U.S.C. Section 1930(a)(6), based upon all post-confirmation 

disbursements made by the reorganized Debtor, until the earlier of the closing of this case 

by the issuance of a Final Decree by the Bankruptcy Court, or upon the entry of an Order 

by the Bankruptcy Court dismissing this case or converting this case to another chapter

under the United States Bankruptcy Code, and the reorganized Debtor shall provide to the 

United States Trustee upon the payment of each post-confirmation payment an appropriate 

report indicating all the cash disbursements for the relevant period. 

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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This Plan of Reorganization has been executed this 20th day of May, 2020.

ub of Palm City, LLC 

By: :..::;._/ Is-�---i,,..a...---__;------­

Ti othy Mullen 

Member Manager 

KELLEY, FULTON & KAPLAN, P.L. 

Attorneys for Debtor in Possession 

1665 Palm Beach Lakes Blvd. 

The Forum - Suite 1000 

West Palm Beach, FL 33401 

Tel.: (561) 491-1200 

Fax: (561) 684-3773 

By: /s/ Craig I. Kelley 

CRAIG I. KELLEY, ESQUIRE 

Florida Bar No.: 782203 

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