Case KG Doc 150 Filed 05/10/19 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

---In re:

L.K. BENNETT U.S.A, INC.,1 Debtor. ---x : : : : : : x Chapter 11 Case No. 19-10760 (KG) Re D.I.: 89

ORDER AUTHORIZING THE DEBTOR TO REJECT CERTAIN UNEXPIRED LEASES OF NON-RESIDENTIAL REAL ESTATE LEASES

This matter coming before the Court on the Motion of the Debtor For Entry of an Order

Authorizing the Debtor to Reject Certain Unexpired Leases of Non-Residential Real Estate (the

“Motion”),2 filed by the above-captioned debtor (the “Debtor”), for entry of an order authorizing the Debtor to reject the Rejected Leases as of the Completed Store Vacancy Date and abandon the Remaining Property to the applicable landlord pursuant to section 365 and 554(a) of title 11 of the United States Code of the Bankruptcy Code, all as further described in the Motion; the Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012, (ii) venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409, (iii) this is a core proceeding pursuant to 28 U.S.C. § 157(b), (iv) notice of the Motion being adequate and appropriate under the particular circumstances; the Court having reviewed the Motion and having considered the statements of counsel and the evidence adduced

1 The last four digits of the Debtor’s federal tax identification number are (6607). The mailing address for the

Debtor is 595 Madison Avenue, New York, New York 10022.

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with respect to the Motion at the hearing; after due deliberation, and good and sufficient cause having been shown,

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED, as set forth herein.

2. The Rejected Leases identified on Exhibit 1 to this Order are hereby rejected pursuant to section 365 of the Bankruptcy Code, effective as of April 30, 2019 or such other date as agreed upon in writing between the applicable landlord and the Debtor.

3. The Debtor shall serve this Order on all applicable landlords under the Rejected Leases identified on Exhibit 1 to this Order.

4. The deadline for landlords under the Rejected Leases to file any claim relating to the rejection of such Rejected Leases shall be the later of: (i) the deadline for filing proofs of claim established by the Court in the Debtor’s case or (ii) thirty (30) days after service of this Order.

5. Upon Debtor's surrender of the Premises to the applicable landlord, all property remaining at the locations subject to nonresidential real property leases is hereby abandoned free and clear of all liens, claims, encumbrances, and interests. The landlords of nonresidential real property leases are permitted to dispose of, retain, use, or sell any such property, in their sole discretion, without further order from this Court, free and clear of all liens, claims, encumbrances, and interests, and without further notice or any liability to the Debtor or any third party for such disposal and without waiver of any claim the landlords may have against the Debtor for the disposal of the same.

6. The applicable landlord may not setoff or otherwise use any funds deposited with the applicable landlord as security or other deposit without further order of this Court.

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7. Any objection to the Motion must be filed with this Court and served so that it is actually received by the following parties no later than May 10, 2019 at 11:00 am (ET), the hearing date for the Motion: (i) proposed counsel for the Debtor, DLA Piper LLP (US) 1201 North Market Street, Suite 2100, Wilmington, Delaware 19801, (Attn: Stuart M. Brown, Esq. [stuart.brown@dlapiper.com]); 444 W. Lake Street, Suite 900, Chicago, Illinois 60601 (Attn: Richard A. Chesley, Esq. [richard.chesley@dlapiper.com]) and 1251 Avenue of the Americas, New York, New York 10020, (Attn: Jamila Justine Willis, Esq. [jamila.willis@dlapiper.com]); (ii) counsel to the official committee of unsecured creditors; (iii) counsel to Wells Fargo Capital Finance (UK) Limited, Morgan Lewis & Bockius UK LLP, Condor House, 5-10 St. Paul’s Churchyard, London EC4M 8AL, United Kingdom (Attn: Georgia Quenby, Esq. [georgia.quenby@morganlewis.com]) and Morris, Nichols, Arsht & Tunnell LLP, 1201 North Market Street, Wilmington, Delaware 19801 (Attn: Derek C. Abbott, Esq. [dabbott@mnat.com]), so long as Wells Fargo remains a creditor of the estate; and (iv) the Office of the United States Trustee, (Attn: David Buchbinder, Esq. [david.buchbinder@usdoj.gov]).

8. This Order is not deemed to be a determination on the issue of whether any Rejected Lease is executory.

9. Notwithstanding the relief granted herein and any actions taken hereunder, nothing in the Motion or this Order shall constitute, nor is it intended to constitute: (i) an admission as to the validity or priority of any claim against the Debtor, (ii) a waiver of the Debtor’s rights to dispute any claim on any grounds; (iii) an assumption or adoption of any Lease pursuant to section 365 of the Bankruptcy Code; or (iv) a promise to allow or pay any claim.

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11. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation or interpretation of this Order.

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EXHIBIT 1

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Landlord Name

Landlord Address Lease Description Expiration Date

CPI-Phipps Limited Liability Company CPI—Phillips LLC c/o MS Management Assocs. 225 West Washington St. Indianapolis, IN 46204

Lease of Room 1030B at Phipps Plaza 3500 Peachtree Road NE, Atlanta, Georgia 30326 January 31, 2022 La Cienega Partners Limited Partnership La Cienega Partners LP 200 East Long Lake Rd PO Box 200

Bloomfield Hills, MI 48303

Lease of Store No. 709 at The Beverly Center, 8500 Beverly Boulevard, Los Angeles, California 90048

December 31, 2023

Westfield, LLC

Westfield World Trade Center LLC

Attn: Legal Dept. 2049 Century Park East 41st Floor

Los Angeles, CA 90067 and

Niclas A. Ferland LeClair Ryan PLLC 545 Long Wharf Drive, 9th Fl.

New Haven, CT 06511

Lease of Store No. LL2025 at Westfield World Trade Center, 185 Greenwich Street, New York, New York 10007

August 31, 2025

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