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Full title: Objection to confirmation of plan Witness and Exhibit List in Support of Objection to Confirmation (RE: related document(s)700 Chapter 11 plan) filed by Creditor Rosedale Bakersfield Retail VI, LLC. (Ballard, Glenn)

Document posted on Mar 10, 2021 in the bankruptcy, 122 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Landlord agrees to defer the following rent payable by Tenant under the Lease (collectively, the "Deferred Rent"): (i) one hundred percent (100%) of the Monthly Minimum Rent, Annual Operating Costs Fee, and Tenant share of Taxes for the period of March 1, 2020 through October 31, 2020 (the "First Deferment Period"); and (ii) fifty percent (50%) of the Monthly Minimum Rent for the period of November 1, 2020 through December 31, 2020 (the "Second Deferment Period").Upon expiration of the Deferment Period, Tenant shall pay one hundred percent {100%) of the Monthly Minimum Rent, Percentage Rent, Annual Operating Costs Fee, Tenant share of Taxes and all other Additional Rent payable under the Lease.Commencing on November 1, 2020, and for each month of the Second Deferment Period, Tenant shall pay to Landlord the Annual Operating Costs Fee, Tenant share of Taxes, and all other Additional Rent payable by Tenant pursuant to the terms of the Lease.Notwithstanding anything to the contrary contained in the Lease, Tenant agrees to pay to Landlord (i) ten percent (10%) of its Gross Sales for the months of July, August, September and October 2020 as Percentage Rent, and (ii) ten percent (10%) of its Gross Sales over the "Temporary Breakpoint" (as herein defined) during the Second Deferment Period as Percentage Rent in addition to Reduced Minimum Rent payable during the Second Deferment Period.In addition, Tenant hereby agrees that the deferral of Monthly Minimum Rent, the Annual Operating Costs Fee, and Tenant share of Taxes pursuant to the terms and conditions of this Agreement shall be Tenant's sole and exclusive remedy for any closure or required closure of the Premises in connection with COVID-19 pursuant to the Government Closure Requirements or otherwise during the Deferment Period.

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Glenn A. Ballard, Jr. Texas Bar No. 01650200 2000 McKinney Ave., Suite 1900 Houston, Texas 77201 Tel: (214) 259-0999 Email: Glenn.Ballard@Dentons.com -and- Jess R. Bressi (admitted pro hac vice) California State Bar No. 110264 4675 MacArthur Court, Suite 1250 Newport Beach, California 92660 Tel: (949) 241-8967 Email: Jess.Bressi@Dentons.com Counsel for Rosedale Bakersfield Retail VI, LLC IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: CASE NO. 20-32633-11 STUDIO MOVIE GRILL HOLDINGS, LLC, et al., Chapter 11 Jointly Administered WITNESS AND EXHIBIT LIST OF ROSEDALE BAKERSFIELD RETAIL VI, LLC FILED IN CONNECTION WITH OBJECTION TO CONFIRMATION OF SECOND AMENDED PLAN OF REORGANIZATION AND TO SECOND AMENDED PLAN SUPPLEMENT (Ref. Doc. 700, 705 and 727) TO THE HONORABLE STACY G. C. JERNIGAN, UNITED STATES BANKRUPTCY JUDGE: Rosedale Bakersfield Retail VI, LLC (“Rosedale”), a lessor, creditor and party in interest, by and through its undersigned counsel, hereby designates the following witnesses and exhibits (the “Witness and Exhibit List”) for the hearing scheduled on March 16, 2021, at 9:30 WITNESS AND EXHIBIT LIST RE OBJECTION

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a.m. (prevailing Central Time) (the “Hearing”), before the Honorable Stacey G. C. Jernigan, conducted by WebEx videoconference and teleconference. WITNESSES 1. Personal Most Knowledgeable from Athena Property Management c/o Dentons US LLP re SMG’s performance under Rosedale’s Lease 2. Any witness listed or called by any other party. 3. Any witness necessary to authenticate a document. 4. Any witness necessary to rebut and/or impeach the testimony of a witness called or designated by any other party. EXHIBITS Number Description Offered Objection Admitted 1 Lease dated 12/30/2016 2 Letter dated 9/25/2020 amending Lease Lease Assignment Letter to MGC 3 XXXV dated “August __, 2020” Aged Delinquencies under Lease dated 4 3/08/2021 Rosedale reserves the right to modify, amend, or supplement this Witness and Exhibit List at any time. Rosedale reserves the right to ask the Court to take judicial notice of pleadings, transcripts, and/or documents filed in or in connection with these Bankruptcy Cases, to offer rebuttal exhibits, and to supplement or amend this Witness and Exhibit List at any time prior to the Hearing. Designation of any exhibit above does not waive any objections the Rosedale may have to any exhibit listed on any other party’s exhibit list. WITNESS AND EXHIBIT LIST RE OBJECTION

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March 11, 2021 DENTONS US LLP By: /s/ Glenn A. Ballard, Jr. Glenn A. Ballard, Jr. Texas Bar No. 01650200 2000 McKinney Street, Suite 1900 Dallas, Texas 77201 Tel: (214) 259-0999 Email: Glenn.Ballard@Dentons.com -and- DENTONS US LLP By: /s/ Jess R. Bressi Jess R. Bressi (Admitted pro hac vice) California State Bar No. 110264 4675 MacArthur Court, Suite 1250 Newport Beach, CA 92660 Tel: (949) 241-8967 Email: Jess.Bressi@Dentons.com Counsel for Rosedale Bakersfield Retail VI, LLC WITNESS AND EXHIBIT LIST RE OBJECTION

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March 11, 2021. /s/ Jess R. Bressi Jess R. Bressi CASE NO. 20-32633-11

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EXHIBIT 1

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EXHIBIT 2

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ROSEDALE BAKERSFIELD RETAIL VI, LLC c/o JH Real Estate Partners 520 Newport Center Drive, Suite 780 Newport Beach, CA 92660 September 25, 2020 VIA ELECTRONIC MAIL MOVIE GRILL CONCEPTS XXXV, LLC c/o Studio Movie Grill 12404 Park Central Drive, Suite 400N Dallas, Texas 75241 Re: Retail Lease dated December 30, 2016 (the "Lease"), between ROSEDALE BAKERSFIELD RETAIL VI, LLC, a Delaware limited liability company ("Landlord") and MOVIE GRILL CONCEPTS XXXV, LLC, a Texas limited liability company ("Tenant"), successor-in-interest to MOVIE GRILL CONCEPTS XX, LLC, a Texas limited liability company, for that certain premises located at 2665-2781 Calloway Drive, Bakersfield, California (the "Premises") in the Rosedale Village Shopping Center Dear Tenant: Tenant has advised Landlord that Tenant temporarily ceased doing business with the public in the Premises in March, 2020, due to the Covid-19 pandemic. Landlord and Tenant recognize and agree that it is in the mutual interest of the parties to take prudent measures to address the Covid-19 pandemic and to ensure the successful long-term operation of the Premises by Tenant. As such, by way of this letter agreement (the "Agreement"), Landlord and Tenant have agreed to the following: 1. Capitalized Terms. All capitalized terms not otherwise defined in this Agreement shall have the meaning given such terms in the Lease. 2. Rent and Annual Operating Costs Fee Deferment. Landlord agrees to defer the following rent payable by Tenant under the Lease (collectively, the "Deferred Rent"): (i) one hundred percent (100%) of the Monthly Minimum Rent, Annual Operating Costs Fee, and Tenant share of Taxes for the period of March 1, 2020 through October 31, 2020 (the "First Deferment Period"); and (ii) fifty percent (50%) of the Monthly Minimum Rent for the period of November 1, 2020 through December 31, 2020 (the "Second Deferment Period"). The First Deferment Period and the Second Deferment Period are referred to herein collectively as the "Deferment Period". Tenant shall pay fifty percent (50%) of the Monthly Minimum Rent payable under the Lease and one hundred percent (100%) of the Annual Operating Costs Fee and Tenant share of Taxes for each month of the Second Deferment Period. Tenant shall pay all utility charges for the Premises and any other Additional Rent payable by Tenant under the Lease during the Deferment Period. Upon expiration of the Deferment Period, Tenant shall pay one hundred percent {100%) of the Monthly Minimum Rent, Percentage Rent, Annual Operating Costs Fee, Tenant share of Taxes and all other Additional Rent payable under the Lease. 3. Annual Operating Costs Fee and Taxes. Commencing on November 1, 2020, and for each month of the Second Deferment Period, Tenant shall pay to Landlord the Annual Operating Costs Fee, Tenant share of Taxes, and all other Additional Rent payable by Tenant pursuant to the terms of the

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Lease. In addition, Tenant shall pay to Landlord the portion of the Deferred Rent attributable to Tenant's Share of Taxes payable during the First Deferment Period in the amount of Fifty-Nine Thousand Nine Hundred Fifty-Seven and 36/100 Dollars ($59,957.36.00) in three (3) equal monthly installments of Nineteen Thousand Nine Hundred Eighty-Five and 79/100 Dollars ($19,985.79, commencing on November 1, 2020, and on the first of each month thereafter. 4. Percentage Rent. Notwithstanding anything to the contrary contained in the Lease, Tenant agrees to pay to Landlord (i) ten percent (10%) of its Gross Sales for the months of July, August, September and October 2020 as Percentage Rent, and (ii) ten percent (10%) of its Gross Sales over the "Temporary Breakpoint" (as herein defined) during the Second Deferment Period as Percentage Rent in addition to Reduced Minimum Rent payable during the Second Deferment Period. Tenant shall pay such Percentage Rent on or before the fifteenth (15th) of every month, based on the Gross Sales for the previous month. The "Temporary Breakpoint" shall mean an amount equal to the Reduced Minimum Rent payable for each month of the Second Deferment Period divided by ten percent (10%). All Percentage Rent paid by Tenant pursuant to this Paragraph 4 shall be applied to reduce Deferred Rent payable by Tenant. 5. Deferred Rent Payback. If the total Deferred Rent amount is not paid prior to December 31, 2020 pursuant to Paragraphs 3 and 4 above, then Tenant shall pay remaining unpaid amount of Deferred Rent in equal monthly installments over a thirty-six (36) month period commencing on January 1, 2021 and on the first of each month thereafter, with interest accruing at 7.25% per annum from January 1, 2021. Notwithstanding the foregoing or anything contained herein to the contrary, if Tenant fails to timely pay any amount due under this Agreement and/or the Lease after written notice and the expiration of the applicable cure period, then (i) Landlord shall have no further obligation pursuant to this Agreement to defer any rent payable by Tenant, and (ii) Landlord shall have the right to require Tenant to pay all Deferred Rent in full to Landlord within ten (10) days following Landlord's written demand. 6. Waiver of Rights. In consideration for the agreements entered pursuant to this Agreement, Tenant hereby waives any and all rights, claims, arguments and/or abilities of any type whatsoever to claim a right to abate, defer or otherwise not pay any type of rent or other sums or charges under the Lease based on a claim of force majeure, frustration of purpose, impossibility and/or similar or dissimilar concepts resulting from COVID-19 and events and responses relating to same for the Deferment Period, including, without limitation quarantine restrictions, work-from-home orders, shelter-in-place orders, or stay-at-home orders (collectively, the "Government Closure Requirements"). In addition, Tenant hereby agrees that the deferral of Monthly Minimum Rent, the Annual Operating Costs Fee, and Tenant share of Taxes pursuant to the terms and conditions of this Agreement shall be Tenant's sole and exclusive remedy for any closure or required closure of the Premises in connection with COVID-19 pursuant to the Government Closure Requirements or otherwise during the Deferment Period. Landlord and Tenant acknowledge and agree that Government Closure Requirements do not violate the Operating Covenant Period in Section 9.2 ofthe Lease. 7. Confidentiality. Landlord and Tenant agree to exercise commercially reasonable efforts to maintain the confidentiality of this Agreement and all financial or sales information delivered from Tenant to Landlord; provided, however each party shall have the right to disclose the contents of this Agreement to its attorneys, accountants, lenders, investors and advisors (provided that such parties shall be instructed to keep this Agreement confidential) and or in connection with any administrative or judicial proceeding in which it is involved or where it may be required to divulge such information.

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8. Counterparts. This Agreement may be executed in multiple counterparts, all of which together shall constitute one and the same agreement. 9. Electronic Signature. Landlord and Tenant agree that electronic signatures, including those delivered by PDF or signed through the electronic signature system known as "DocuSign", shall have the same effect as originals. All parties to this Agreement waive any and all rights to object to the enforceability of this Agreement based on the form or delivery of signature. 10. Effect of Agreement. Except as provided herein, all terms, covenants and conditions of the Lease remain unmodified and in full force and effect throughout the term of the Lease, as such may be extended. The Lease constitutes the entire agreement of the parties and no further modification of the Lease shall be binding and effective unless evidenced by an agreement, in writing, signed by both Landlord and Tenant. To the extent of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall apply and govern the parties. 11. Certified Access Specialist. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as ofthe date of this Agreement, the Premises has not undergone inspection by a Certified Access Specialist (a "CASp") during Landlord's ownership of the Shopping Center, nor, to Landlord's actual knowledge (without any duty of inquiry, as of the date of this Agreement), prior to Landlord's ownership of the Shopping Center. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of any such CASp inspection, the payment of the fee for the CASp inspection and the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises." [SIGNATURES CONTINUED ON FOLLOWING PAGE]

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Please sign and acknowledge your agreement and acceptance where indicated below and return an executed Agreement to Landlord. Sincerely, ROSEDALE BAKERSFIELD RETAIL VI, LLC, a Delaware limited liability company AGREED TO AND ACCEPTED BY ON SEPTEMBER_, 2020: MOVIE GRILL CONCEPTS XXXV, LLC, a Texas limited liability company APPROVED BY GUARANTOR ON SEPTEMBER_, 2020: STUDIO MOVIE GRILL HOLDINGS, LLC, a Texas limited liability company By /'YL.,_s;L ,._._~---- 5~"'~-L_..,..u~ l... .. Name:_~0 __ ·1.·. ..,.. ,. .._ _ lts: __1,_ .._. '."-"·,''",·" -=--·-· ='--'---'- .,-_-~------- -----,)

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EXHIBIT 3

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EXHIBIT 4

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Period: 03/21 ce Date Category Source Amount Current 1 Month 2 Months 3 Months 4 008072 STUDIO MOVIE GRILL Master Occupant Id: STUDIOGR-1 Day Due: 1 Delq Day: 2733 Current Last Payment: 3/5/2021 118, 020 LAT LATE CHARGES CH 250.00 0.00 0.00 0.00 0.00 2 20 BAS BASE RENT CH 77,185.00 0.00 0.00 0.00 0.00 77,1 20 CAM COMMON AREA MAINT CH 13,023.39 0.00 0.00 0.00 0.00 13,020 INS INSURANCE-CAM CH 1,349.33 0.00 0.00 0.00 0.00 1,3 20 RET REAL ESTATE TAX CH 7,494.67 0.00 0.00 0.00 0.00 7,4 020 LAT LATE CHARGES CH 250.00 0.00 0.00 0.00 0.00 2 20 BAS BASE RENT CH 77,185.00 0.00 0.00 0.00 0.00 77,1 20 CAM COMMON AREA MAINT CH 13,023.39 0.00 0.00 0.00 0.00 13,020 INS INSURANCE-CAM CH 1,349.33 0.00 0.00 0.00 0.00 1,3 20 RET REAL ESTATE TAX CH 7,494.67 0.00 0.00 0.00 0.00 7,4 20 BAS BASE RENT CH 77,185.00 0.00 0.00 0.00 0.00 77,1 20 CAM COMMON AREA MAINT CH 13,023.39 0.00 0.00 0.00 0.00 13,020 INS INSURANCE-CAM CH 1,349.33 0.00 0.00 0.00 0.00 1,3 20 RET REAL ESTATE TAX CH 7,494.67 0.00 0.00 0.00 0.00 7,4 20 BAS BASE RENT CH 77,185.00 0.00 0.00 0.00 0.00 77,1 20 CAM COMMON AREA MAINT CH 13,023.39 0.00 0.00 0.00 0.00 13,020 INS INSURANCE-CAM CH 1,349.33 0.00 0.00 0.00 0.00 1,3 20 RET REAL ESTATE TAX CH 7,494.67 0.00 0.00 0.00 0.00 7,4 020 PYC PRIOR YEAR CAM NC -327.79 0.00 0.00 0.00 0.00 -3 20 BAS BASE RENT CH 76,832.51 0.00 0.00 0.00 0.00 76,8 20 CAM COMMON AREA MAINT CH 13,023.39 0.00 0.00 0.00 0.00 13,020 INS INSURANCE-CAM CH 1,349.33 0.00 0.00 0.00 0.00 1,3 20 RET REAL ESTATE TAX CH 7,494.67 0.00 0.00 0.00 0.00 7,4 20 BAS BASE RENT CH 77,185.00 0.00 0.00 0.00 0.00 77,1 20 CAM COMMON AREA MAINT CH 13,023.39 0.00 0.00 0.00 0.00 13,020 INS INSURANCE-CAM CH 1,349.33 0.00 0.00 0.00 0.00 1,3 20 RET REAL ESTATE TAX CH 7,494.67 0.00 0.00 0.00 0.00 7,4 20 BAS BASE RENT CH 77,185.00 0.00 0.00 0.00 0.00 77,1 20 CAM COMMON AREA MAINT CH 13,023.39 0.00 0.00 0.00 0.00 13,020 INS INSURANCE-CAM CH 1,349.33 0.00 0.00 0.00 0.00 1,3 20 RET REAL ESTATE TAX CH 7,494.67 0.00 0.00 0.00 0.00 7,4 020 BAS BASE RENT CH 77,185.00 0.00 0.00 0.00 0.00 77,1 020 CAM COMMON AREA MAINT CH 13,023.39 0.00 0.00 0.00 0.00 13,0020 INS INSURANCE-CAM CH 1,349.33 0.00 0.00 0.00 0.00 1,3 020 RET REAL ESTATE TAX CH 7,494.67 0.00 0.00 0.00 0.00 7,4 /2020 PPR PREPAID RENT CR -1,034.68 0.00 0.00 0.00 -1,034.68021 PPR PREPAID RENT CR -9,245.33 0.00 0.00 -9,245.33 0.00 21 PPR PREPAID RENT CR -27,381.78 0.00 -27,381.78 0.00 0.00 21 PPR PREPAID RENT CR -20,206.86 -20,206.86 0.00 0.00 0.00 BAS BASE RENT 617,127.51 0.00 0.00 0.00 0.00 617,CAM COMMON AREA MAINT 104,187.12 0.00 0.00 0.00 0.00 104,INS INSURANCE-CAM 10,794.64 0.00 0.00 0.00 0.00 10,LAT LATE CHARGES 500.00 0.00 0.00 0.00 0.00 PPR PREPAID RENT -57,868.65 -20,206.86 -27,381.78 -9,245.33 -1,034.68PYC PRIOR YEAR CAM -327.79 0.00 0.00 0.00 0.00 - RET REAL ESTATE TAX 59,957.36 0.00 0.00 0.00 0.00 59,STUDIO MOVIE GRILL Total: 734,370.19 -20,206.86 -27,381.78 -9,245.33 -1,034.68 792,BAS BASE RENT 617,127.51 0.00 0.00 0.00 0.00 617,CAM COMMON AREA MAINT 104,187.12 0.00 0.00 0.00 0.00 104,

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Period: 03/21 ce Date Category Source Amount Current 1 Month 2 Months 3 Months 4 PYC PRIOR YEAR CAM -327.79 0.00 0.00 0.00 0.00 - RET REAL ESTATE TAX 59,957.36 0.00 0.00 0.00 0.00 59,BLDG 155 Total: 734,370.19 -20,206.86 -27,381.78 -9,245.33 -1,034.68 792,BAS BASE RENT 617,127.51 0.00 0.00 0.00 0.00 617,CAM COMMON AREA MAINT 104,187.12 0.00 0.00 0.00 0.00 104,INS INSURANCE-CAM 10,794.64 0.00 0.00 0.00 0.00 10,LAT LATE CHARGES 500.00 0.00 0.00 0.00 0.00 PPR PREPAID RENT -57,868.65 -20,206.86 -27,381.78 -9,245.33 -1,034.68PYC PRIOR YEAR CAM -327.79 0.00 0.00 0.00 0.00 - RET REAL ESTATE TAX 59,957.36 0.00 0.00 0.00 0.00 59,Grand Total: 734,370.19 -20,206.86 -27,381.78 -9,245.33 -1,034.68 792,