HTML Document View

Full title: Order (I) Approving Assumption of Certain Unexpired Nonresidential Real Property Leases and (II) Granting Related Relief (Related Doc # [1426]) Signed on 11/8/2021. (VrianaPortillo)

Document posted on Nov 7, 2021 in the bankruptcy, 6 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

In re: § Chapter 11 § CBL & ASSOCIATES § PROPERTIES, INC., et al., § Case No. 20-35226 (DRJ) § Debtors.3 § (Jointly Administered) § Re: Docket No.Upon the motion, dated May 20, 2021 (the “Motion”),4 of CBL & Associates Properties, Inc. and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”), pursuant to sections 365(a), 365(d)(4), and 105(a) of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 6006 of the Federal Rules of Bankruptcy Procedure, for entry of an order (a)(i) confirming that the Confirmation Order constitutes approval of the Debtors’ assumption of all Leases under which the Debtors are lessees, including the Leases set forth on Exhibit 1 attached hereto or, in the alternative, (ii) approving the Debtors’ assumption of such Leases, in each case with assumption of the Leases being effective as of the date of entry of this Order, and (b) granting related relief, as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. § 1334; and consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and it appearing that venue is proper before 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided, and it appearing that no other or further notice needs be provided; and the Court having reviewed the Motion; and all objections, if any, to the Motion having been withdrawn, resolved, or overruled; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the best interests of the Debtors and their respective estates, creditors, and all parties in interest; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1.Any disputed Cure Cost must be paid promptly after the earlier of the date (a) on which the Debtors and the applicable lessor agree to an amount or (b) specified in a final and non-appealable order entered by this Court determining such amount.Upon the entry of this Order, the counterparties to the Leases shall beforever barred and enjoined from asserting against the Debtors any defaults, claims, interest or other default penalties under the Leases arising before the date of this Order.

List of Tables

Document Contents

ENTERED November 08, 202 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS Nathan Ochsner, Cler HOUSTON DIVISION In re: § Chapter 11 § CBL & ASSOCIATES § PROPERTIES, INC., et al., § Case No. 20-35226 (DRJ) § Debtors.3 § (Jointly Administered) § Re: Docket No. [1426] ORDER (I) APPROVING ASSUMPTION OF CERTAIN UNEXPIRED NONRESIDENTIAL REAL PROPERTY LEASES AND (II) GRANTING RELATED RELIEF Upon the motion, dated May 20, 2021 (the “Motion”),4 of CBL & Associates Properties, Inc. and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”), pursuant to sections 365(a), 365(d)(4), and 105(a) of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 6006 of the Federal Rules of Bankruptcy Procedure, for entry of an order (a)(i) confirming that the Confirmation Order constitutes approval of the Debtors’ assumption of all Leases under which the Debtors are lessees, including the Leases set forth on Exhibit 1 attached hereto or, in the alternative, (ii) approving the Debtors’ assumption of such Leases, in each case with assumption of the Leases being effective as of the date of entry of this Order, and (b) granting related relief, as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. § 1334; and consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and it appearing that venue is proper before this Court pursuant to 3 A complete list of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://dm.epiq11.com/CBLProperties. The Debtors’ service address for the purposes of these chapter 11 cases is 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421. 4 Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Motion.

1

28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided, and it appearing that no other or further notice needs be provided; and the Court having reviewed the Motion; and all objections, if any, to the Motion having been withdrawn, resolved, or overruled; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the best interests of the Debtors and their respective estates, creditors, and all parties in interest; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. To the extent not already authorized by the Confirmation Order, the Debtorsare authorized to assume the Leases, including the Leases set forth on Exhibit 1 attached hereto. 2. The Debtors are authorized to pay all amounts and obligations relating tothe Leases that become due and owing in the ordinary course of business. 3. Assumption of the Leases shall be effective notwithstanding a dispute overthe proposed Cure Costs, which Cure Costs, if any, the Debtors shall pay as soon as practicable after assumption of the Leases. Any disputed Cure Cost must be paid promptly after the earlier of the date (a) on which the Debtors and the applicable lessor agree to an amount or (b) specified in a final and non-appealable order entered by this Court determining such amount. 4. Upon the entry of this Order, the counterparties to the Leases shall beforever barred and enjoined from asserting against the Debtors any defaults, claims, interest or other default penalties under the Leases arising before the date of this Order. 5. Assumption of any Lease or payment of an associated Cure Cost does notrepresent a waiver by the Debtors of any rights, claims, or defenses in connection with or arising under any Lease.

2

6. The Debtors are authorized to take all actions necessary or appropriate toimplement the relief granted in this Order. 7. This Court shall retain jurisdiction to hear and determine all matters arisingfrom or related to the implementation, interpretation, or enforcement of this Order. 8. Notwithstanding entry of this Order, nothing herein shall create, nor isintended to create, any rights in favor of or enhance the status of any claim held by, any party. Dated:S _ig_n_e_d_:_ _N_o_v_e_m__b_e_r_ 0_8_,_ 2, 022012.1 Houston, Texas ____________________________________ DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE

3

Exhibit 1 Schedule of Leases

4

CBL & Associates Properties, Inc., et al. Exhibit 1 - Schedule of Leases
Table 1 on page 5. Back to List of Tables
Center / Location Lessor Lessee Lease Description
Brookfield Square Brookfield Square Anchor S, LLC Brookfield Square Anchor S, LLC Lease dated 28, 2014 and Memorandium of Lease dated
February 11, 2015, as Document No. 4123976, as amended.
Anchor S Shops
Brookfield Square Outparcel BACM 2015-UBS7 WI-ND-IL PROPERTIES LLC Brookfield Square Parcel, LLC Ground Lease dated April 28, 2006; Short Form Ground
Lease dated April 28, 2006, as Document No. 3552456, as
amended.
Tract 2
Brookfield Square Outparcel BACM 2015-UBS7 WI-ND-IL PROPERTIES LLC Brookfield Square Parcel, LLC Ground Lease dated April 28, 2006; Short Form Ground
Lease dated April 28, 2006, as Document No. 3552468 as
amended.
Tract 1
East Towne Mall Madison Joint Venture, LLC Madison/East Towne, LLC Ground Lease dated October 3, 2005. Mall SIte
East Towne Mall Madison Joint Venture, LLC WI-Land Parcels, LLC Ground Lease dated January 28, 2019: Short Form Ground
Lease dated January 28, 2019, as Document No. 547015, as
correced by 5470245.
Outparcels
Meridian Mall Mirmal Mall, LLC Meridian Mall Limited Partnership Ground Lease dated March 31, 1968; Memorandum of
Ground Lease dated August 28, 1968, as Book 977; Page
148; as amended.
Parcel II - Mall
Meridian Mall Mirmal Mall, LLC Meridian Mall Limited Partnership Ground Lease daed July 31, 1985; Memorandum of Lease
dated July 31, 1985, as Book 1543, Page 973; as amended.
Parcel III - Theatre
Meridian Mall Mirmal Mall, LLC CBL & Associates Management, Inc. Ground Lase dated January 28, 1993; Memorandum of
Ground Lease dated January 28, 1993, filed for record on
May 6, 1993, in Book 2056; Page 315; as amended.
4 ac greenscape tract and
parking lot near theatre
Meridian Mall Mirmal Mall, LLC Meridian Mall Limited Partnership Ground Lease dated August 31, 1977; Memorandum of
Lease dated August 31, 1977, as Book 1241, Page 998; as
amended.
Parcel IV - Plaza
Expansion
Pearland Town Center Pearland Town Center Limited Partnership Pearland Ground, LLC Ground Lease dated September 27, 2007; Memorandum of
Ground Lease dated September 27, 2005, as Document
2007057604, as amended.
Condo units I, II and III.

5

Table 1 on page 6. Back to List of Tables
St Claire Square St. Clair Square SPE, LLC St. Clair Square SPE, LLC Ground Lease dated March 30, 1973; Memorandum of
Ground Lease dated March 30, 1973, as Document No
A428667; Memorandum of Assignment and Assumption of
Ground Lease dated January 12, 2010, as Document No
A02197787; as amended.
Mall Site
St Claire Square William R. Evans and Patricia K. Frueler, Co-Executeor of the
the Estate of Willam Howard, Deceased and Aletha K Dressel
St. Clair Square SPE, LLC Ground Lease dated March 30, 1973; Memorandum of
Ground Lease dated March 30, 1973, as Document No
A428669; as amended.
Parking Lot near Dillards
Stroud Mall Stroud Township Volunteer Fire Department, a non-profit
pennsylania corporaiton
Stroud Mall, LLC Ground Lease Agreement dated October 17, 1990;
Memorandum of Ground Lease, as Book 1755, Page 749.
Parking Garage
Sunrise Mall TF Brownsville TX, LLC CBL SM-Brownsville, LLC Ground Lease Agreement dated June 8, 2000: Memorandum
of Ground Lease dated April 30, 2002, as Doucment No
23667; as amended.
Parking lot near former
Sears
West Towne Mall Madison Joint Venture, LLC Madison/West Towne, LLC Ground Lease dated October 3, 2005. Master Ground Lease

6