Case 16-11452-KJC Doc 962 Filed 11/08/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re DRAW ANOTHER CIRCLE, LLC, et al., 1 Debtors. Chapter 11 Case No.: 16-11452 (KJC) (Jointly Administered) Re: Docket No. 891 CERTIFICATION OF COUNSEL REGARDING DEBTORS NOTICE #8 OF REJECTION OF UNEXPIRED LEASES The undersigned counsel to the above-captioned debtors and debtors in possession (the Debtors ), hereby certifies as follows: 1. On June 13, 2016, the Debtors filed the Debtors Motion for Entry of an Order Establishing Procedures for the Rejection of Executory Contracts and Unexpired Leases [Docket No. 17] in the above-referenced chapter 11 cases. 2. On July 6, 2016, the United States Bankruptcy Court for the District of Delaware (the Court ) entered an order [Docket No. 261] establishing, among other things, procedures (the Rejection Procedures ) for the rejection of executory contracts and unexpired leases. 3. On, pursuant to the Rejection Procedures, the Debtors filed the Notice #8 of Rejection of Unexpired Leases [Docket No. 891] (the Rejection Notice ). 4. The undersigned certifies that she has received no answer, objection or any other responsive pleading with respect to the Rejection Notice. The undersigned further certifies that no answer, objection or other responsive pleading to the Rejection Notice appears 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc. (7773); and Hastings Internet, Inc. (0809). The Debtors executive headquarters are located at 3601 Plains Boulevard, Amarillo, TX 79102. 2219534.1
Case 16-11452-KJC Doc 962 Filed 11/08/16 Page 2 of 2 on the Court s docket in these cases. Pursuant to the Rejection Notice, objections were to be filed and served by November 7, 2016. WHEREFORE, the Debtors respectfully request that the proposed form of order attached to the Notice and hereto as Exhibit A, be entered at the earliest convenience of the Court. Dated: November 8, 2016 Wilmington, Delaware Respectfully submitted, /s/ Chantelle D. McClamb Christopher M. Samis (No. 4909) L. Katherine Good (No. 5101) Chantelle D. McClamb (No. 5978) WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre, Suite 500 405 North King Street Wilmington, Delaware 19801 Telephone: (302) 353-4144 Facsimile: (302) 661-7950 Email: csamis@wtplaw.com kgood@wtplaw.com cmcclamb@wtplaw.com Counsel for the Debtors and Debtors in Possession 2
Case 16-11452-KJC Doc 962-1 Filed 11/08/16 Page 1 of 6 Exhibit A 2219534.1
Case 16-11452-KJC Doc 962-1 Filed 11/08/16 Page 2 of 6 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re DRAW ANOTHER CIRCLE, LLC, et al., 1 Debtors. Chapter 11 Case No.: 16-11452 (KJC) (Jointly Administered) Re: Docket Nos. 891 & ORDER APPROVING THE REJECTION OF UNEXPIRED LEASES Pursuant to and in accordance with the Order Establishing Procedures for the Rejection of Executory Contracts and Unexpired Leases [Docket No. 261] (the Rejection Procedures Order ); 2 and the Court having 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; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2) and that the Court may enter a final order consistent with Article III of the United States Constitution; and it appearing that venue of these Cases and this matter is proper pursuant to 28 U.S.C. 1408 and 1409; and the Debtors having properly filed and served the Notice #8 of Rejection of Unexpired Leases (the Rejection Notice ) in accordance with the terms of the Rejection Procedures Order in respect of the rejection of the unexpired leases (the Leases ) set forth on Exhibit 1 hereto; and no timely objections having been filed to the rejection of the Leases; and it appearing that due and adequate notice of the Rejection Procedures Order and the Rejection Notice has been given, and that no other or further 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc. (7773); and Hastings Internet, Inc. (0809). The Debtors executive headquarters are located at 3601 Plains Boulevard, Amarillo, TX 79102. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Rejection Procedures Order. 2219534.1
Case 16-11452-KJC Doc 962-1 Filed 11/08/16 Page 3 of 6 notice need be given; and the Court having determined that the rejections provided for herein are an appropriate exercise of the Debtors business judgment; and after due deliberation, and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Leases listed on Exhibit 1 hereto are hereby rejected effective as of the dates set forth for each such Lease listed on Exhibit 1 hereto (the Rejection Date ); provided, however, that the Rejection Date for a Lease shall not be earlier than the later of (i) the date the Debtors file and serve a Rejection Notice for the Lease and (ii) the date the Debtors relinquish control of the applicable Leased Premises by (a) notifying the affected Landlord in writing of the Debtors irrevocable surrender of the Leased Premises and (b) delivering the keys, key codes and security codes to the Leased Premises, if any, to the affected Landlord (or if keys are not delivered, notifying the Landlord in writing that it may rekey the Leased Premises). 2. With respect to the Leases listed on Exhibit 1 hereto, any personal property or furniture, fixtures and equipment remaining at the Leased Premises as of the Rejection Date shall be deemed abandoned by the Debtors and the Landlords may dispose of any Remaining Property, in their sole discretion, free and clear of all liens, claims, encumbrances and interests, without further notice or order from this Court, without any liability to the Debtors and any third party for such disposal and without waiver of any claim the Landlords may have against the Debtors; provided, however, that (i) any remaining books shall be removed by the Debtors from the Leased Premises prior to the Rejection Date, and be destroyed by the Debtors, as opposed to simply abandoned, and (ii) any remaining DVDs shall be removed by the Debtors from the Leased Premises prior to the Rejection Date, and either be transferred to any Hastings Entertainment, Inc. store to be sold or otherwise disposed of pursuant to the terms and provisions 2
Case 16-11452-KJC Doc 962-1 Filed 11/08/16 Page 4 of 6 of the Agency Agreement (specifically section 3.2(b)) [Docket No. 421] and paragraph 18 of the order approving the bidding procedures and granting related relief (the Bidding Procedures Order ) [Docket No. 260], or destroyed by the Debtors. 3. If any affected landlord subject to this Order (the Rejection Claimant ) asserts a claim or claims against the Debtors arising from the rejection of a Lease, such Rejection Claimant shall submit a proof of claim on or before the later of (i) the date that is thirty-five (35) days after entry of this Order and (ii) the general bar date established by this Court for filing proofs of claim against the Debtors. If a Rejection Claimant does not timely file such proof of claim, such claimant will be forever barred from asserting a claim for such rejection damages. 4. The Debtors are authorized to take any action necessary or appropriate to implement the terms of this Order and the rejection without further order from this Court. 5. This Court shall retain exclusive jurisdiction and power to resolve any dispute arising from or related to this Order. Dated:, 2016 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE 3
Case 16-11452-KJC Doc 962-1 Filed 11/08/16 Page 5 of 6 Exhibit 1 Store Number and Address of Subject Property Store No. 9402 12501 Candelaria Rd NE Albuquerque, NM 87112 Store No. 9602 4501 North Street Nacogdoches, TX 75965 Store No. 9610 917 S. Highway 80 San Marcos, TX 78666 Store No. 9611 805 N White Sands Blvd Alamogordo, NM 88310 Store No. 9655 1140 Lonnie Abbott Ind. Blvd. Ada, OK 74820 Store No. 9660 1421 Military Road Benton, AR 72015 Store No. 9674 316 North Main St. Stillwater, OK 74075 Store No. 9689 208 W. Hwy 332 Lake Jackson, TX 77566 Store No. 9691 5101 Wesley St. Greenville, TX 75402 Landlord Name and Address ACV Albuquerque, LLC c/o Arthur Kuller 465 1st St W, 2nd Floor Sonoma, CA 95476-6600 Commercial Net Lease Realty, Inc. c/o Ingrid Irvin 450 South Orange Avenue, Suite 900 Orlando, FL 32801 San Mar Dunhill Ratel LLC c/o Dunhill Property Management 3100 Monticello, Suite 300 Dallas, TX 75205 CAP II - 10th/With Sands, LLC c/o Peterson Properties Real Estate Services, Inc. 2325 San Pedro NE, Suite 2A Albuquerque, NM 87110 Eagle-North Hills Shopping Centre, LP c/o Eagle Equity, Inc. 3 Lincoln Centre, 5430 LBJ Freeway, Suite 1575 Dallas, TX 75240-2641 Military Road Properties, LLC c/o Janet Dillon 1524 S. Garfield, Suite B Little Rock, AR 72204 FRT-TARO Stillwater, L.L.C. c/o Bruce Bolzle 624 S Boston, Suite 400 Tulsa, OK 74119 PK Hastings LLC c/o Needleman & Schlacter, LLP 2001 Marcus Ave, Suite N116 Lake Success, NY 11042 TS Greenville, LLC c/o Emerald Management, LLC 4949 N. Broadway, Ste 105 Boulder, CO 80304 Rejection Date 2219534.1
Case 16-11452-KJC Doc 962-1 Filed 11/08/16 Page 6 of 6 Store No. 9699 2233 Missouri Blvd. Jefferson City, MO 65109 Store No. 9707 2300 Webb Rd Ste. 102 Grand Island, NE 68803 Store No. 9719 750 East Glenn Ave. Auburn, AL 36830 Store No. 9768 3249 50th St. Lubbock, TX 79413 Store No. 9801 321 Lake Havasu Avenue N. Lake Havasu, AZ 86403 Store No. 9867 1105 Garth Brooks Blvd. Yukon, OK 73099 Store No. 9890 1500 Lowes Blvd Killeen, TX 76542 Lawrence F. Kolb, et al c/o Kolb Properties 214 Prodo Drive, Ste 101 Jefferson City, MO 65102 Gordman Grand Island, LLC c/o Jerry Gordman 444 Regency Parkway Drive, Suite 200 Omaha, NE 68114 Glendean Shopping Center, LLC c/o Dr. Munagala Reddy 1784 Lauren Lane Auburn, AL 36830 Schwab Investment VII, LLC c/o Zurich Investment Company 9595 Wilshire Blvd., Suite 401 Beverly Hills, CA 90210 Century Financial Services LLC c/o Goz Segars 2586 Kelleytown Rd. Hartsville, SC 29550 Chisholm SC American Asset Mgmt Services Corp. 4711 W. Golf Road, Suite 1100 Skokie, IL 60076-1235 Morris Venture Partners V, LLC c/o Charter Killeen Management, Inc. 3000 South 31st Street, Suite 500 Temple, TX 76502 2