Case Nos. 04-33192 to 04-33239, (Jointly Administered).United States Bankruptcy Court, W.D. Kentucky, Louisville Division.
August 25, 2005
Eric D. Schwartz, Morris Nichols Arsht and Tunnell, Wilmington, Delaware, Mark A. Robinson Valenti Hanley Crooks, PLLC, Louisville, Kentucky, Co-Counsel for Steven L. Victor, Plan Administrator.
Lawrence A. Katz, Venable LLP, Vienna, VA, Martin B. Tucker, Sawyer Glancy PLLC, Lexington, Ky, Co-Counsel for The Mills Corporation, Sugarloaf Mills Limited Partnership, and Sugarloaf Mills Residential Limited Partnership.
Stephen A. McCartin, Gardere Wynn Sewell LLP, Dallas, TX, R. Scott Brinkman Ogden Newell Welch, Louisville, KY, Co-Counsel for Dave Busters, Inc., Tango of Sugarloaf, Inc. and Tango License Corporation.
AGREED ORDER AUTHORIZING THE SALE AND ASSIGNMENT OF CERTAIN OF THE DEBTOR’S ASSETS
DAVID STOSBERG, Chief Judge, Bankruptcy
This matter having come before the Court upon the motion (the “Motion”) [D.N. 1153] of the Post-Confirmation Estate of the above-captioned debtors (the “Debtors”), by and through Steven L. Victor, as Plan Administrator (the “Plan Administrator”), appointed pursuant to the confirmed and now effective First Amended Joint Liquidating Plan of Reorganization of Jillian’s Entertainment Holdings, Inc. and Certain of its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code, dated August 6, 2004 (the “Plan”) [D.N. 383], for an order authorizing the sale and/or assumption of certain of the Debtor’s assets; certain objections having been filed with respect thereto; the Court having held a hearing thereon on July 5, 2005 and entered an Order and Memorandum Opinion on July 15, 2005 [D.N. 1188] scheduling an auction; the auction having been held on August 17 and 18, 2005; the Administrator having announced to the Court that Tango of Sugarloaf, Inc. (“Tango”) was the prevailing bidder under the terms set forth in the Assignment and Assumption Agreement attached hereto as Exhibit A and the Membership Interest Assignment Agreement attached hereto asExhibit B (together, the “Agreements”); the Court finding that (a) this Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157
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and 1334 and Article XII of the Plan, (b) this is a core proceeding pursuant to 28 U.S.C. § 157(b) and (c); due and sufficient notice of the Motion has been given; and after due deliberation and sufficient cause appearing therefore, it is:
HEREBY ORDERED, ADJUDGED AND DECREED as follows:
A. The execution and delivery of the Agreements and the consummation of the transactions contemplated thereby are hereby authorized and approved.
B. No defaults exist under the Gwinnett Lease, the Partnership, the Partnership Agreement, the Management Agreement and the Gwinnett License Agreement as said terms are defined in the Assignment and Assumption Agreement attached hereto as ExhibitA and no obligations to cure exist under the aforesaid agreements.
C. The interests being assigned under the Agreements are hereby assigned free and clear of all liens, claims and encumbrances pursuant to section 363(f) of the Bankruptcy Code.
D. Tango has been adjudged to be a good faith purchaser of the assets described in the Agreements (the “Assets”), as defined by section 363(m) of the Bankruptcy Code.
E. The mutual releases in the Agreements are hereby approved and authorized, and the parties to the Agreements shall have no claims (as defined under the Bankruptcy Code) against the Debtors, the Debtors’ estates and the Plan Administrator and their respective officers, directors, shareholders, partners, principals, members, administrators, employees, consultants, agents, attorneys and insurance companies to the extent such claims are released pursuant to the terms of the Agreements.
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F. The parties are hereby authorized to enter into such further and other understandings and agreements and take such steps or actions as are necessary to consummate the transactions and relief contemplated by the Agreements.
G. The Court shall retain jurisdiction with respect to any disputes or any other relief sought with respect to the transactions and relief sought in the Motion and by this Order.
H. The Order is effective immediately and the closing of the Transactions shall take place in accordance with the Agreements.
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