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Chapter 11 ) CHARMING CHARLIE HOLDINGS INC., Et Al.,1 ) Case No

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Case 17-12906-CSS Doc 578 Filed 04/02/18 Page 1 of 214 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) CHARMING CHARLIE HOLDINGS INC., et al.,1 ) Case No. 17-12906 (CSS) ) ) Debtors. ) (Jointly Administered) ) AMENDED SUPPLEMENT TO THE FOURTH AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF CHARMING CHARLIE HOLDINGS INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby file this amendment to the plan supplement (this “Amended Plan Supplement”) in support of the Fourth Amended Joint Chapter 11 Plan of Reorganization of Charming Charlie Holdings Inc. And Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 564] (as amended or modified from time to time and including all exhibits and supplements thereto, the “Plan”),2 filed in these chapter 11 cases on March 29, 2018. PLEASE TAKE FURTHER NOTICE that this Amended Plan Supplement includes the current drafts of the following documents (certain of which documents continue to be negotiated between the Debtors and the Consenting Lenders), as may be modified, amended, or supplemented from time to time in accordance with the Plan: • Exhibit B Assumed Executory Contract/Unexpired Lease List • Exhibit B-1 A comparison showing changes to the Assumed Executory Contract/Unexpired Lease List filed on March 5, 2018. • Exhibit C Rejected Executory Contract/Unexpired Lease List • Exhibit C-1 A comparison showing changes to the Rejected Executory Contract/Unexpired Lease List filed on March 5, 2018. • Exhibit J GUC Rights Agreement 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Charming Charlie Canada LLC (0693); Charming Charlie Holdings Inc. (6139); Charming Charlie International LLC (5887); Charming Charlie LLC (0263); Charming Charlie Manhattan LLC (7408); Charming Charlie USA, Inc. (3973); and Poseidon Partners CMS, Inc. (3302). The location of the Debtors’ service address is: 6001 Savoy Drive, Houston, Texas 77036. 2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Plan. Case 17-12906-CSS Doc 578 Filed 04/02/18 Page 2 of 214 • Exhibit J-1 A comparison showing changes to the GUC Rights Agreement filed on March 16, 2018. PLEASE TAKE FURTHER NOTICE that the documents contained in the Amended Plan Supplement are integral to, and are considered part of, the Plan. If the Plan is approved, the documents contained in the Amended Plan Supplement will be approved by the Bankruptcy Court pursuant to the Confirmation Order. PLEASE TAKE FURTHER NOTICE that the Debtors reserve the right to alter, amend, modify, or supplement any document in this Amended Plan Supplement in accordance with the Plan; provided, that, if any document in this Amended Plan Supplement is altered, amended, modified, or supplemented in any material respect prior to the date of the Confirmation Hearing, the Debtors will file a blackline of such document with the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE THAT the hearing at which the Court will consider Confirmation of the Plan (the “Confirmation Hearing”) will commence on April 3, 2018, at 10:00 a.m. prevailing Eastern Time, before the Honorable Christopher S. Sontchi, in the United States Bankruptcy Court for the District of Delaware, located at 824 Market Street, Fifth Floor, Courtroom 6, Wilmington, Delaware 19801. PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, the Amended Plan Supplement, or related documents, you should contact Rust Consulting/Omni Bankruptcy, the solicitation agent retained by the Debtors in the Chapter 11 Cases (the “Solicitation Agent”), by: (a) calling the Debtors’ restructuring hotline at 844-452-2141 (toll free); (b) visiting the Debtors’ restructuring website at: http://www.omnimgt.com/charmingcharlie/solicitation; (c) writing to Charming Charlie Holdings Inc. et al. Claims Processing, Rust Consulting/Omni Bankruptcy, 5955 De Soto Avenue, Suite 100, Woodland Hills, California 91367; or (d) emailing [email protected]. You may also obtain copies of any pleadings filed in the Chapter 11 Cases for a fee via PACER at: http://www.deb.uscourts.gov. [Remainder of page intentionally left blank] 2 Case 17-12906-CSS Doc 578 Filed 04/02/18 Page 3 of 214 Dated: April 2, 2018 /s/ Michael W. Yurkewicz Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989) Michael W. Yurkewicz (DE Bar No. 4165) KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 -and - Morton Branzburg (admitted pro hac vice) KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania 19103 Telephone: (215) 569-2700 Facsimile: (215) 568-6603 -and- Joshua A. Sussberg, P.C. (admitted pro hac vice) Christopher T. Greco (admitted pro hac vice) Aparna Yenamandra (admitted pro hac vice) KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -and- James H.M. Sprayregen, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Co-Counsel for the Debtors and Debtors in Possession 3 Case 17-12906-CSS Doc 578 Filed 04/02/18 Page 4 of 214 EXHIBIT B Assumed Executory Contract/Unexpired Lease List Case 17-12906-CSS Doc 578 Filed 04/02/18 Page 5 of 214 Schedule of Assumed Real Property Leases Amount Required to Description of Assumption Schedule ID Store # Counterparty Name Counterparty Address Debtor Name Description of Contract 1 Store Address Cure Default for Store Amendments Date Sugar Land Town Square LCFRE Sugar Land Town 100 Waugh Dr. Suite 600 16250 City Walk 266 1 Square, LLC Houston, TX 77077 Charming Charlie LLC Lease Amendment Sugar Land, TX 77479 0 ** Assume as Amended Effective Date LEASE AGREEMENT - Sugar Land Town Square Town Center Lakeside, 15958 City Walk, Suite 250 SUGARLAND TOWN 16250 City Walk 56739 1 Ltd Sugar Land, TX 77479-6541 Charming Charlie LLC SQUARE, TX Sugar Land, TX 77479 0 ** Assume as Amended Effective Date Market Street Shopping Center PO Box 846133 9595 Six Pines Dr. 267 2 IMI MSW LLC Dallas, TX 75284-6133 Charming Charlie LLC Change of Ownership The Woodlands , TX 77380 30,140 *** Assume As Is Effective Date Attn: Property Management Market St. Management Office Market Street Shopping Center 9595 Six Pines Dr. Suite 6290 9595 Six Pines Dr. 268 2 IMI MSW LLC The Woodlands, TX 77380 Charming Charlie LLC Change of Ownership The Woodlands , TX 77380 30,140 *** Assume As Is Effective Date c/o Miller Capital Advisory Inc. Market Street Shopping Center 5750 Old Orchard Road, Suite 400 9595 Six Pines Dr. 269 2 IMI MSW LLC Skokie, IL 60077 Charming Charlie LLC Change of Ownership The Woodlands , TX 77380 30,140 *** Assume As Is Effective Date Market Street Shopping Center Tm Market St / Building 1701 River Run, Suite 500 9595 Six Pines Dr. 499 2 11, LLC Ft. Worth, TX 76107 Charming Charlie LLC Notice of Address Change The Woodlands , TX 77380 30,140 *** Assume As Is Effective Date 9595 Six Pines Dr. LEASE AGREEMENT - Market Street Shopping Center Tm Market St / Building Suite 6390 9595 SIX PINES DR. SUITE 9595 Six Pines Dr. 56740 2 11, LLC The Woodlands, TX 77380 Charming Charlie LLC 1140, THE WOODLA The Woodlands , TX 77380 30,140 *** Assume As Is Effective Date c/o Trademark Property Company LEASE AGREEMENT - Market Street Shopping Center Tm Market St / Building 100 East 15th St, Suite 200 9595 SIX PINES DR. SUITE 9595 Six Pines Dr. 56741 2 11, LLC Fort Worth, TX 76102 Charming Charlie LLC 1140, THE WOODLA The Woodlands , TX 77380 30,140 *** Assume As Is Effective Date c/o Summit Management Group Champions Shopping Center ArrowRock Champions 101 S. Hanley Road #1400 6915 FM 1960 W. 270 3 Stonebridge, LP St. Louis, MO 63105 Charming Charlie LLC New Owner Notification Houston , TX 77069 0 ** Assume as Amended Effective Date LEASE AGREEMENT - Champions Shopping Center 13455 Cutten Road, Suite 1H 6915 FM 1960 WEST, 6915 FM 1960 W. 56742 3 Chayn Mousa Houston, TX 77069 Charming Charlie LLC SUITE H, HOUSTON, TX Houston , TX 77069 0 ** Assume as Amended Effective Date LEASE AGREEMENT - Texas Avenue Crossing Shopping Texas Avenue Crossing 720 N. Post Oak Road, Suite 300 1416 TEXAS AVENUE Center 56743 5 LP Houston, TX 77024 Charming Charlie LLC SOUTH, COLLEGE 1416 Texas Ave. S. 0 ** Assume as Amended Effective Date LEASE AGREEMENT - Times Square Grace Business Holdings 3319 Wild River Drive 7990 STATE HIGHWAY 400 W. Grand Pkwy. 56789 6 LLC Richmond, TX 77406 Charming Charlie LLC 242, CONROE TX 77385 Katy, TX 77494 30,622 *** Assume As Is Effective Date Attn: Lease Administration The Rim Fourth Quarter Properties 45 Ansley Drive 17503 La Canterra Pkwy. 56745 10 161, LP Newnan, GA 30263 Charming Charlie LLC LEASE AGREEMENT San Antonio, TX 78257 20,550 *** a Assume As Is Effective Date c/o The Rim Management 17503 La Cantera Parkway The Rim Hines Global REIT San Suite 104 Box 627 17503 La Canterra Pkwy. 271 10 Antonio Retail I LP San Antonio, TX 78257 Charming Charlie LLC Change of Ownership San Antonio, TX 78257 20,550 *** a Assume As Is Effective Date Page 1 of 75 Case 17-12906-CSS Doc 578 Filed 04/02/18 Page 6 of 214 Schedule of Assumed Real Property Leases Amount Required to Description of Assumption Schedule ID Store # Counterparty Name Counterparty Address Debtor Name Description of Contract 1 Store Address Cure Default for Store Amendments Date The Rim Hines Global REIT San PO Box 847895 17503 La Canterra Pkwy.
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