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Full title: Stipulation and Order Regarding Assumption of Retail Lease (RE: related document(s)727 Objection to confirmation of plan filed by Creditor Rosedale Bakersfield Retail VI, LLC). Entered on 3/29/2021 (Tello, Chris)

Document posted on Mar 28, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

HOLDINGS, LLC, et al., § § (Jointly Administered) Debtors.1 § 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546) (“SMG Holdings”); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club 4, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC ManagementStudio Movie Grill Holdings, LLC, and its debtor affiliates, specifically Movie Grill Concepts XXXV, LLC (“MCG XXXV”), as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors” or the “SMG”), and Rosedale Bakersfield Retail VI, LLC (“Rosedale”) hereby stipulate and agree as follows: WHEREAS, Movie Grill Concepts XX, LLC (“MCG XX

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The following constitutes the ruling of the court and has the force and effect therein described. igned March 29, 2021 _____________________________________ ________________________________ IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION § In re: § Chapter 11 § STUDIO MOVIE GRILL § Case No. 20-32633-SGJ HOLDINGS, LLC, et al., § § (Jointly Administered) Debtors.1 § 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546) (“SMG Holdings”); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club 4, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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STIPULATION AND ORDER REGARDING ASSUMPTION OF RETAIL LEASE Studio Movie Grill Holdings, LLC, and its debtor affiliates, specifically Movie Grill Concepts XXXV, LLC (“MCG XXXV”), as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors” or the “SMG”), and Rosedale Bakersfield Retail VI, LLC (“Rosedale”) hereby stipulate and agree as follows: WHEREAS, Movie Grill Concepts XX, LLC (“MCG XX”) and Rosedale are parties to a certain Retail Lease dated December 30, 2016 (the “Lease”) for the premises located at 2665-2781 Calloway Drive, Bakersfield, California in the Rosedale Village Shopping Center (the “Premises”); WHEREAS, Debtor MCG XX assigned the Lease to MCG XXXV, LLC by a letter agreement.” WHEREAS, on or about September 25, 2020, MCG XXXV and Rosedale entered into a certain letter agreement of the same date, with the approval of Studio Movie Grill Holdings, LLC as guarantor (the “Lease Amendment”). WHEREAS, at the time of the Lease Amendment, MCG XXXV was in monetary default under Lease; WHEREAS, under the terms of the Lease Amendment, Rosedale agreed to defer certain rent obligations of MCG XXXV pursuant to an installment payment plan of such Deferred Rent; WHEREAS, Rosedale and the Debtors in an effort to resolve outstanding issues related to the assumption of the Lease, as amended, have agreed to the terms stated herein. NOW, THEREFORE, THE DEBTORS AND ROSEDALE STIPULATE AND AGREE THAT: 1. MCG XXXV agrees to assume the Lease, as amended by the Lease Amendment, as part of the Debtors’ Joint Plan of Reorganization and effective as of the Effective Date of the Joint Plan of Reorganization; 2. MCG XXXV acknowledges that the Lease was in default pre-petition subject to the Lease Amendment;

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3. MCG XXXV and Rosedale agree that upon assumption, the terms of the Lease Amendment shall apply, including specifically the installment payment plan prescribed therein; 4. MCG XXXV and Rosedale agree that a total of $869,251.63 of rent was deferred pursuant to the Lease Amendment and that as of execution of this stipulation, MCG XXXV still owes $741,853.08 of deferred rent payments to be made in accordance with the Lease Amendment over the next thirty-three (33) months; 5. MCG XXXV and Rosedale agree that other than: (i) any potential adjustments that may occur in the future as to past Common Area Maintenance/triple net amounts due under the Lease, (ii) reimbursement of legal fees due Rosedale for its bankruptcy counsel which MCG XXXV agrees can be paid in the amount of $62,328.50 (as of March 1, 2021) plus any additional fees incurred by Rosedale on or after March 1, not to exceed $10,000, from construction retainage provided for under the Lease, and (iii) any indemnification due Rosedale under the Lease arising out of or relating to the Panterra Actions2 and Claims, the current outstanding cure balance of rent of $ 14,003.06 will be paid no later than fourteen (14) days after the Effective Date of the Joint Plan of Reorganization; 6. SMG, MCG XXXV, and Rosedale confirm that Rosedale has timely “opted out” of the third party release provisions of Article VIII. D. of the Joint Plan of Reorganization; and 7. This Stipulation shall have no effect on any issues regarding entitlement to any of the proceeds of the claims of disgorgement currently being asserted by SMG and MCG XX against Panterra nor the construction retainage provided for under the Lease (including Exhibit C thereto). IT IS FURTHER STIPULATED AND AGREED that a copy of the signatures on this stipulation may be treated as originals for all purposes. ### End of Stipulation ### 2 All undefined, initially capitalized terms shall have the meaning provided for them in the Joint Plan of Reorganization.

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STIPULATED AND AGREED: /s/ Jeffery M. Veteto Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 LAW OFFICES OF FRANK J. WRIGHT, PLLC 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 COUNSEL TO DEBTORS AND DEBTORS-IN-POSSESSION 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