Case SLM Doc 22 Filed 01/19/18 Entered 01/19/18 17:11:32 Desc Main Document Page 1 of 5

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1 Document Page 1 of 5 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Caption in Compliance with D.N.J. LBR (b) RABINOWITZ, LUBETKIN & TULLY, L.L.C. 293 Eisenhower Parkway, Suite 100 Livingston, NJ (973) Jonathan I. Rabinowitz, Esq. Counsel to Defendants In re: MOUNTAIN CREEK RESORT, INC. et al., Debtors. MOUNTAIN CREEK RESORT, INC., et al., v. Plaintiffs, Case No Chapter 11 Order Filed on January 19, 2018 by Clerk, U.S. Bankruptcy Court - District of New Jersey Jointly Administered Judge: Stacey L. Meisel Adv. Pro. No (SLM) CRYSTAL CREEK ASSOCIATES LLC, LAKE ISLE CORPORATION, SAIL ENERGY LLC, VENTURETEK, LP, SKY VENTURES LLC, AND ESTHER STAHLER 2003 GRANTOR RETAINED ANNUITY TRUST, Defendants. STIPULATION AND ORDER PURSUANT TO BANKRUPTCY RULE 7041 AND F.R.C.P. 41(a)(2) DISMISSING ADVERSARY PROCEEDING WITH PREJUDICE AND WITHDRAWING THE APPLICATION FOR PRELIMINARY INJUNCTION WITH PREJUDICE DATED: January 19, 2018

2 Document Page 2 of 5 WHEREAS: A. The above captioned defendants (the "Defendants") hold certain notes (the "Notes") against the above captioned debtors and debtors-in-possession (the "Debtors"); B. The Notes were guaranteed (the "Guarantees") by Burton Koffman, Jeffrey Koffman, David Koffman, Steven Koffman, HSK Funding, Inc. and HSK-MC, LLC (collectively, the Guarantors ); C. The Debtors filed voluntary Chapter 11 petitions on May 15, 2017, in the Bankruptcy Court for the District of New Jersey (the Bankruptcy Court ) and were thereafter continued in the possession of their assets and the management of their businesses as debtorsin-possession; D. Defendants allege that the Debtors defaulted under the terms and provisions of the Notes and the Guarantors defaulted under the terms and provisions of the Guarantees (the "Defaults"); E. As a result of the Defaults, the Defendants commenced an action in the Superior Court of New Jersey, Bergen County, Law Division (the "State Court") to enforce the Guarantees (the "Guarantee Action"); F. The Debtors filed the above captioned adversary proceeding in the Bankruptcy Court for the District of New Jersey (the "Bankruptcy Court") seeking to enjoin the Guarantee Action on the following three theories: (i) to allow the Guarantee Action to proceed would take away from the Guarantors' time to devote to the management and the reorganization of the Debtors; (ii) to allow the Guarantee Action to proceed could result in a loss of assets that the Guarantors are prepared to contribute to the Debtors' reorganization; and (ii) to allow the Guarantee Action to go forward will result in issue preclusion (the "Adversary Proceeding"); G. The Defendants filed an Answer to the Complaint in the Adversary Proceeding;

3 Document Page 3 of 5 H. Pending a hearing and determination of the Adversary Proceeding, the Debtors filed an application for a preliminary injunction seeking to preliminarily enjoin the Guarantee Action on the same theories set forth in recital (F) above (the "Preliminary Injunction Application"); I. The parties have engaged in discovery in the Adversary Proceeding; and J. The parties have agreed, with prejudice, to dismiss the Adversary Proceeding pursuant to Bankruptcy Rule 7041 and F.R.C.P. 41(a)(2) and withdraw the Preliminary Injunction Application on the terms and conditions hereinafter set forth. NOW THEREFORE, the parties hereto, through their respective counsel, agree as follows: 1. The Adversary Proceeding is dismissed pursuant to Bankruptcy Rule 7041 and F.R.C.P. 41(a)(2) with prejudice with each side to bear its own costs. 2. The Preliminary Injunction Application is hereby withdrawn with prejudice with each side to bear its own costs. 3. The Debtors and the Guarantors shall not file any further adversary proceedings or applications seeking to enjoin the Guarantee Action on any legal theory. 4. The Debtors and the Guarantors shall not file a petition for removal of the Guarantee Action to any Federal Court, including, without limitation, the Bankruptcy Court, pursuant to Bankruptcy Rule 9027 and 28 U.S.C et seq. including, without limitation, 28 U.S.C There shall be no restriction of any kind or nature on the Noteholders prosecution of the Guarantee Action in the State Court and the Debtors shall be precluded from arguing that 362(a) stays the Guarantee Action from proceeding and for the avoidance of doubt, the

4 Document Page 4 of 5 automatic stay set forth in 362(a) is vacated under 362(d), to allow the Guarantee Action to proceed in State Court. 6. The Guarantors shall have until February 16, 2018 to file and serve an answer in the Guarantee Action. 7. Other than as set forth herein, this Stipulation and Order is without prejudice to any other rights, claims and defenses of the parties which rights, claims and defenses are expressly preserved. 8. The parties shall take such further acts as are reasonably necessary to effect the purposes of this Stipulation and Order including, without limitation, the Plaintiffs filing a Stipulation of Dismissal of the Adversary Proceeding and withdrawing the Preliminary Injunction Application. 9. This Stipulation and Order can be executed by counsel to the parties in counterparts. 10. This Stipulation and Order shall be effective upon it having been signed by counsel to the parties and "So Ordered" by the Bankruptcy Court. Agreed and consented to this 17 th day of January, 2018 [signatures to follow]

5 Document Page 5 of 5 LOWENSTEIN SANDLER Counsel for Plaintiffs /s/ Frank Catalina FRANK CATALINA, ESQ. Dated: January 17, 2018 TARTER, KRINSKY & DROGIN, LLP Counsel for Guarantors /s/ Arthur Goldstein ARTHUR GOLDSTEIN, ESQ. Dated: January 17, 2018 RABINOWITZ, LUBETKIN & TULLY, LLC Counsel for Defendants /s/ Jonathan I. Rabinowitz JONATHAN I. RABINOWITZ, ESQ. Dated: January 17, 2018 SO ORDERED THIS DAY OF JANUARY, 2018 U.S.B.J.

6 Case SLM Doc 22-1 Filed 01/19/18 Entered 01/19/18 17:11:32 Desc Notice of Order Entry Page 1 of 1 Form order ntcorder UNITED STATES BANKRUPTCY COURT District of New Jersey MLK Jr Federal Building 50 Walnut Street Newark, NJ In Re: Mountain Creek Resort, Inc. and Mountain Leasing LLC Debtor Mountain Creek Resort, Inc. Plaintiff Case No.: SLM Chapter 11 v. Crystal Creek Associates LLC Defendant Adv. Proc. No SLM Judge: Stacey L. Meisel NOTICE OF JUDGMENT OR ORDER Pursuant to Fed. R. Bankr. P Please be advised that on January 19, 2018, the court entered the following judgment or order on the court's docket in the above captioned case: Document Number: 22 STIPULATION AND ORDER PURSUANT TO BANKRUPTCY RULE 7041 AND F.R.C.P. 41(a)(2) DISMISSING ADVERSARY PROCEEDING WITH PREJUDICE AND WITHDRAWING THE APPLICATION FOR PRELIMINARY INJUNCTION WITH PREJUDICE. Service of notice of the entry of this order pursuant to Rule 9022 was made on the appropriate parties. See BNC Certificate of Notice. Signed on 1/19/2018 (nds) Parties may review the order by accessing it through PACER or the court's electronic case filing system (CM/ECF). Public terminals for viewing are also available at the courthouse in each vicinage. Dated: January 19, 2018 JAN: nds Jeanne Naughton Clerk