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Full title: Objection to confirmation of plan / Objection to Second Amended Joint Plan of Reorganization (RE: related document(s)700 Chapter 11 plan) filed by Creditor 69th Street Retail Owner LP. (Penn, John)

Document posted on Mar 9, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

By a prior supplemental notice filed on January 26, 2021 [Docket No. 545], the Debtors indicated their intent to assume and assign the Lease, and stated the cure amount as $361,628.26, which included pre-petition arrears of rent and additional rent in the amount of $292,119.38, as well as certain unpaid post-petition rent and additional rent.This Executory Contract and/or Unexpired Lease shall constitute an Assumed Executory Contract and Unexpired Lease under the Plan and be assumed by the applicable Reorganized Debtor(s) pursuant to the Plan only if and to the extent it is amended on terms acceptable in writing to the Agent, the DIP Lenders, and the Prepetition Lenders by not later than confirmation of the Plan by Final Order, and to the extent such Executory Contract and/or Unexpired Lease is no so amended prior to such time, unless agreed to otherwise in writing by the Agent, the DIP Lenders, and the Prepetition Lenders, such Executory Contract and/or Unexpired Lease shall be deemed to be removed from the Assumed Executory Contract and Unexpired Lease List and added to the Rejected Executory Contract and Unexpired Lease List and be deemed rejected on the Effective Date pursuant to the Plan.In the meantime, the Debtors owe the Landlord the sum of $292,199.38 for the period prior to the October 23, 2020 commencement of their Chapter 11 cases (the “Pre-Petition Rent Claim”); as well as an additional $89,360.32 for unpaid rent and additional rent due under the Lease through January 31, 2021 (the “Post-Petition Rent Claim”).1 These amounts do not include February or March rent or year-end adjustments for common area maintenance, taxes, and percentage rent that may have accrued but have not yet become due and payable under the Lease.The Debtors are required to pay accruing post-petition rent and charges on a timely basis, and the Landlord reserves its rights and remedies against the Debtors and their assignees as to any additional sums which become due after January 31, 2021. and authorizing and directing the Debtor to pay to Landlord the amount of the Post-Petition Rent Claim [Docket No. 638].

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John D. Penn Perkins Coie LLP 500 N. Akard Street, Suite 3300 Dallas, Texas 75201-3347 Telephone: 214.965.7700 Facsimile: 214.965.7799 JPenn@perkinscoie.com Attorneys for 69th Street Retail Owner LP IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION STUDIO MOVIE GRILL HOLDINGS, § Chapter 11 LLC, et al., § § Case No. 20-32633-SGJ Debtors. § (Jointly Administered) OBJECTION TO SECOND AMENDED JOINT PLAN OF REORGANIZATION 69th Street Retail Owner LP (the “Landlord”) by and through its attorneys, Perkins Coie LLP and Goldberg Weprin Finkel Goldstein LLP, files this Objection (“Objection”) to the Second Amended Joint Plan of Reorganization for Studio Movie Grill Holdings LLC and Jointly Administered Debtors dated March 5, 2021 [Docket No. 700] (the “Plan”), and respectfully represents: 1. The Landlord is the owner of the a retail mall known as The Shops at 69th Street, located at 110 S 69th St, Upper Darby, PA 19082, where Movie Grill Concepts XXV LLC, one of the Debtors herein (the “Debtor”) is a tenant pursuant to lease dated on or about October 2, 2014, as amended and assigned (the “Lease”). A copy of the Lease is available upon request. 2. Although the Debtor and the Landlord have been negotiating a further amendment to the Lease in anticipated of the assumption thereof pursuant to 11 U.S.C. §365, the final terms have not been completed and the assumption has not been consummated.

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3. By a prior supplemental notice filed on January 26, 2021 [Docket No. 545], the Debtors indicated their intent to assume and assign the Lease, and stated the cure amount as $361,628.26, which included pre-petition arrears of rent and additional rent in the amount of $292,119.38, as well as certain unpaid post-petition rent and additional rent. 4. On March 5, 2021, the Debtors filed another supplement [Docket No. 705] which now lists the cure amount as $50,000. 5. Moreover, the Debtors note in their statement (Ex. “L”) This Executory Contract and/or Unexpired Lease shall constitute an Assumed Executory Contract and Unexpired Lease under the Plan and be assumed by the applicable Reorganized Debtor(s) pursuant to the Plan only if and to the extent it is amended on terms acceptable in writing to the Agent, the DIP Lenders, and the Prepetition Lenders by not later than confirmation of the Plan by Final Order, and to the extent such Executory Contract and/or Unexpired Lease is no so amended prior to such time, unless agreed to otherwise in writing by the Agent, the DIP Lenders, and the Prepetition Lenders, such Executory Contract and/or Unexpired Lease shall be deemed to be removed from the Assumed Executory Contract and Unexpired Lease List and added to the Rejected Executory Contract and Unexpired Lease List and be deemed rejected on the Effective Date pursuant to the Plan. 6. The Landlord and the Debtor continue to negotiate terms of an amendment to the Lease, but no agreement has been reached as of this date. In the meantime, the Debtors owe the Landlord the sum of $292,199.38 for the period prior to the October 23, 2020 commencement of their Chapter 11 cases (the “Pre-Petition Rent Claim”); as well as an additional $89,360.32 for unpaid rent and additional rent due under the Lease through January 31, 2021 (the “Post-Petition Rent Claim”).1 Indeed, the Landlord filed a motion for an order pursuant to sections 105(a), 365(d)(3), 503(b)(1) and 507(a) of the Bankruptcy Code allowing the Post-Petition Rent Claim 1 These amounts do not include February or March rent or year-end adjustments for common area maintenance, taxes, and percentage rent that may have accrued but have not yet become due and payable under the Lease. The Debtors are required to pay accruing post-petition rent and charges on a timely basis, and the Landlord reserves its rights and remedies against the Debtors and their assignees as to any additional sums which become due after January 31, 2021.

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and authorizing and directing the Debtor to pay to Landlord the amount of the Post-Petition Rent Claim [Docket No. 638]. 7. The Landlord hereby objects to confirmation of the Plan to the extent that the Debtors propose to assume the Lease without paying the full cure amount owed at the time of the assumption, which is currently $381,479.70, not the $50,000 listed by the Debtors. 8. Under Section 1129(a)(1), a court may only confirm a plan if the plan complies with all applicable provisions of the Bankruptcy Code. 11 U.S.C. § 1129(a)(1). Prior to any proposed assumption and assignment of the Lease, the Debtors are required to cure all outstanding defaults pursuant to Bankruptcy Code section 365(b)(1). 11 U.S.C. § 365(b)(1). The Debtors must also compensate the Landlord for any pecuniary losses under the Lease. 11 U.S.C. § 365(b)(1)(B). 9. Unless and until the Plan is amended to provide the correct cure amount, the Landlord objects to confirmation of the Plan. 10. Finally, the Landlord reserves all rights to amend and/or supplement this Objection, including, without limitation, adding any obligations that accrue, arise, or are related to the pre-assumption and assignment period that subsequently becomes known to the Landlord. The Landlord further reserves its rights to raise any additional objections to any assumption and assignment of the Lease, including the ability of any proposed assignee to perform and to provide the necessary adequate assurance information. NOTICE 11. Notice of this Objection has been given by CM/ECF notice to: (a) counsel to Debtors; (b) counsel to the Official Committee of Unsecured Creditors; (c) the Office of the United States Trustee; and (d) those parties who receive CM/ECF notices in this proceeding.

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WHEREFORE, Landlord respectfully requests that the Court enter an order denying confirmation of the Plan unless and until the Plan provides for payment of the correct cure amount due to the Landlord under the Lease; and granting such other and further relief as is just and proper. Dated: March 10, 2021 Respectfully submitted, /s/ John D. Penn John D. Penn Texas Bar No. 15752300 Perkins Coie LLP 500 N. Akard Street, Suite 3300 Dallas, Texas 75201-3347 Telephone: 214.965.7734 Facsimile: 214.965.7784 JPenn@perkinscoie.com - and - J. Ted Donovan Admitted Pro hac vice [Docket No. 666] Goldberg Weprin Finkel Goldstein LLP 1501 Broadway, 22nd Floor New York, NY 10036 Telephone: 212-301-6943 tdonovan@gwfglaw.com Attorneys for 69th Street Retail Owner LP

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CERTIFICATE OF SERVICE I hereby certify that on March 10, 2021, I electronically filed the foregoing document with the Clerk of the Court using the CM/ECF system which will send electronic notice of such filing to all counsel of record who have consented to service using that system. /s/ John D. Penn John D. Penn