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United States Bankruptcy Court for the District of Delaware Case 20-10940-LSS Doc 410 Filed 09/14/20 Page 1 of 5 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Case No. 20-10940-LSS Alpha Entertainment, LLC, Chapter 11 Debtor. / TAMPA SPORTS AUTHORITY’S LIMITED OBJECTION AND RESERVATION OF RIGHTS TO SECOND SUPPLEMENTAL NOTICE OF POSSIBLE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION WITH SALE COMES NOW Creditor, TAMPA SPORTS AUTHORITY (“TSA”), by and through undersigned counsel, and files this Limited Objection and Reservation of Rights to Second Supplemental Notice of Possible Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with Sale (the “Limited Objection”) to the alleged cure amount set forth in the Second Supplemental Notice of Possible Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with Sale [DE No. 392] (the “Cure Notice”) served upon TSA by the Debtor, Alpha Entertainment, LLC (“Debtor”), and in support thereof states as follows: I. BACKGROUND 1. On April 13, 2020, the Debtor commenced this case under chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”). 2. TSA and the Debtor entered into a prepetition venue use agreement on January 1, 2020, for the Debtor to use the Buccaneers Stadium for the Debtor’s Tampa Bay Vipers scheduled games under the event schedule included in Exhibit D of the subject agreement (“Venue Use Agreement”). The Venue Use Agreement is attached hereto as Exhibit “1.” #42143172 v1 Case 20-10940-LSS Doc 410 Filed 09/14/20 Page 2 of 5 3. On August 31, 2020, the Debtor filed the Cure Notice, including the amount the Debtor believes was required to cure all defaults then existing under such contract to possibly be assumed. 4. The Debtor indicated in the Cure Notice that it intended to possibly assume a lease agreement with TSA for the continued use of the Buccaneers Stadium. 5. Pursuant to the Cure Notice, the Debtor identified $0.00 as the amount it alleges to be owing to TSA under the Proposed Assumed Contract (the “Proposed Cure Amount”). 6. TSA agrees to the assumption of the Proposed Assumed Contract; however, TSA disputes the Proposed Cure Amount in the Cure Notice. Pursuant to the Venue Use Agreement, TSA reflects a cure amount of $90,000.00. This figure consists of a $30,000 termination fee per game not played during the 2020 XFL season, as agreed to by the Debtor under Article 4, Section 4.2 of the Venue Use Agreement. See Exhibit “1,” pgs. 18–19. The Debtor terminated the scheduled March 14, March 21, and April 12, 2020 scheduled games and as such, owes $30,000.00 per game, totaling $90,000.00 in prepetition termination fees to TSA. 7. The Proposed Cure Amount is less than what is actually owed under the Proposed Assumed Contract. II. APPLICABLE LAW 8. Pursuant to Section 365 of the Bankruptcy Code, (b)(1) If there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or lease unless, at the time of assumption of such contract or lease, the trustee— (A) cures, or provides adequate assurance that the trustee will promptly cure, such default . ; (B) compensates, or provides adequate assurance that the trustee will promptly compensate, a party other than the debtor to such #42143172 v1 Case 20-10940-LSS Doc 410 Filed 09/14/20 Page 3 of 5 contract or lease, for any actual pecuniary loss to such party resulting from such default; and (C) provides adequate assurance of future performance under such contract or lease. 11 U.S.C. § 365(b)(1). III. OBJECTION TO CURE AMOUNT 9. TSA has no objection to the assumption of the Venue Use Agreement provided the proper cure amount is paid. Accordingly, TSA files this Limited Objection to the Proposed Cure Amount set forth in the Cure Notice. 10. Pursuant to 11 U.S.C. § 365(b)(1)(A), the Debtor must cure any defaults under the Venue Use Agreement in connection with any proposed assumption, as well as provide adequate assurance of future performance. In this case, Debtor’s Proposed Cure Amount of $0.00 fails to cure the existing defaults of the Venue Use Agreement, as is required under Section 365 prior to assumption. 11. The correct cure amount is $90,000.00 for prepetition termination fees due to TSA under the Venue Use Agreement. As a result, under 11 U.S.C. § 365(b)(1)(A), TSA is due a cure payment of at least $90,000.00. RESERVATION OF RIGHTS 12. TSA expressly reserves the right to supplement and/or amend this Limited Objection at any time to add additional sums that may accrue and/or become due under the Venue Use Agreement after the date hereof. Furthermore, nothing contained herein shall be construed as a waiver of any rights or remedies of TSA provided for in the Venue Use Agreement; its right to enforce any other provision of the Venue Use Agreement; or its rights provided for in its proof of claim filed against the Debtor’s bankruptcy estate. #42143172 v1 Case 20-10940-LSS Doc 410 Filed 09/14/20 Page 4 of 5 WHEREFORE, Creditor, Tampa Sports Authority, requests this Honorable Court to enter an Order: (i) correcting the amount set forth in the Cure Notice to reflect the accurate prepetition cure amount of $90,000.00; (ii) that TSA be paid a cure amount of $90,000.00 in connection with the assumption of the Venue Use Agreement; and (iii) that TSA be awarded any further and additional relief this Court deems just and proper. Respectfully submitted this 14th day of September, 2020. /s/ Lauren A. Baio Lauren A. Baio, Esq. Fla. Bar No. 1002909 Washington, DC Bar No.: 1630832 GrayRobinson, P.A. 401 E. Jackson Street, Suite 2700 Tampa, Florida 33602 Phone: (813) 274-5000 Email: [email protected] Counsel for Creditor, Tampa Sports Authority CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of the foregoing Limited Objection has been served via electronic mail and/or first class mail on this 14th day of September, 2020, upon the parties listed below and electronically via CM/ECF notification upon all parties requesting service via CM/ECF notification: Debtor, Alpha Entertainment, LLC Young Conaway Stargatt & Taylor, LLP Attn: Matthew B. Lunn ([email protected]) Attn: Kenneth J. Enos ([email protected]) Rodney Square 100 North King Street Wilmington, DE 19801 Official Committee of Unsecured Creditors of Alpha Entertainment, LLC Greenberg Traurig, LLP Attn: David Kurzweil ([email protected]) 3333 Piedmont Road, NE Atlanta, GA 30305 #42143172 v1 Case 20-10940-LSS Doc 410 Filed 09/14/20 Page 5 of 5 and Greenberg Traurig, LLP Attn: Shari L. Heyen ([email protected]) 1000 Louisiana Street, Suite 1700 Houston, TX 77002 Office of the United States Trustee for the District of Delaware Attn: Richard Schepacarter ([email protected]) 844 N. King Street, Room 2207 Lockbox 35 Wilmington, DE 19801 K&L Gates, LLP Attn: John A. Bicks ([email protected]) and James A. Wright III ([email protected]) 599 Lexington Avenue New York, NY 10022 Sidley Austin, LLP Attn: Bojan Guzina ([email protected]) One South Dearborn Chicago, IL 60603 Fried, Frank, Harris, Shriver & Jacobson, LLP Attn: Mark Lucas ([email protected]) and Peter Siroka ([email protected]) One New York Plaza New York, NY 10004 /s/ Lauren A. Baio Lauren A. Baio, Esq. #42143172 v1 Case 20-10940-LSS Doc 410-1 Filed 09/14/20 Page 1 of 76 Exhibit 1 DocuSign Envelope ID: 00DB3CFF-E36F-4FCF-9CFB-9DA39233DB70Case 20-10940-LSS Doc 410-1 Filed 09/14/20 Page 2 of 76 VENUE USE AGREEMENT between TAMPA SPORTS AUTHORITY and ALPHA ENTERTAINMENT LLC JANUARY 21, 2020 DocuSign Envelope ID: 00DB3CFF-E36F-4FCF-9CFB-9DA39233DB70Case 20-10940-LSS Doc 410-1 Filed 09/14/20 Page 3 of 76 Table of Contents ARTICLE 1 LICENSE AND TERM ...........................................................................................1 1.1 Licensed Area ..................................................................................................................1 1.2 Licensed Use ....................................................................................................................3 1.3 Scheduling .......................................................................................................................4 1.4 Exclusivity .......................................................................................................................5 1.5 Term and Termination .....................................................................................................5 1.6 Buccaneers Subordination ...............................................................................................6 ARTICLE 2 CONDITIONS OF USE OF LICENSED AREA ..................................................7 2.1 Condition and Conversion of Licensed Area ...................................................................7 2.2 Venue Requirements ........................................................................................................8 2.3 Operations ........................................................................................................................9 2.4 Conduct ..........................................................................................................................10 2.5 Compliance with Legal Requirements ...........................................................................11 2.6 Control of Licensed Area ...............................................................................................11
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