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UNITED STATES BANKRUPTCY COURT DISTRICT of NEW JERSEY Order Filed on February 23, 2021 Caption in Compliance with D.N.J

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UNITED STATES BANKRUPTCY COURT DISTRICT of NEW JERSEY Order Filed on February 23, 2021 Caption in Compliance with D.N.J Case 21-10269-ABA Doc 266 Filed 02/23/21 Entered 02/23/21 17:00:43 Desc Main Document Page 1 of 245 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Order Filed on February 23, 2021 Caption in Compliance with D.N.J. LBR 9004-1(b) by Clerk COLE SCHOTZ P.C. U.S. Bankruptcy Court District of New Jersey Court Plaza North 25 Main Street P.O. Box 800 Hackensack, New Jersey 07602-0800 Michael D. Sirota ([email protected]) Felice R. Yudkin ([email protected]) Jacob S. Frumkin ([email protected]) Matteo Percontino ([email protected]) Rebecca W. Hollander ([email protected]) (201) 489-3000 (201) 489-1536 Facsimile Attorneys for Debtors Chapter 11 and Debtors in Possession In re: Case No. 21-10269 (ABA) CHRISTOPHER & BANKS CORPORATION, Jointly Administered et al., Hearing Date and Time: February 23, 2021 Debtors.1 at 1:00 p.m. ORDER (A) APPROVING THE ASSET PURCHASE AGREEMENT; (B) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS; (C) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND (D) GRANTING RELATED RELIEF The relief set forth on the following pages, numbered two (2) through fifty-nine (59), is hereby ORDERED. DATED: February 23, 2021 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s federal tax identification number, as applicable, are as follows: Christopher & Banks Corporation (5422), Christopher & Banks, Inc. (1237), and Christopher & Banks Company (2506). The Debtors’ corporate headquarters is located at 2400 Xenium Lane North, Plymouth, Minnesota 55441. 61893/0001-40018279v4 Case 21-10269-ABA Doc 266 Filed 02/23/21 Entered 02/23/21 17:00:43 Desc Main Document Page 2 of 245 (Page 2) Debtors: CHRISTOPHER & BANKS CORPORATION, et al. Case No. 21-10269 (ABA) Caption of Order: ORDER (A) APPROVING THE ASSET PURCHASE AGREEMENT; (B) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS; (C) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND (D) GRANTING RELATED RELIEF Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”), pursuant to sections 105, 363, and 365 of title 11 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, and 6006, and Local Rules 6004-1, 6004-2, and 6004-3, (a) approving that certain Asset Purchase Agreement dated January 28, 2021, between and among the Debtors and ALCC, LLC (the “Buyer”), attached hereto as Exhibit 1 (as same may be amended, modified, supplemented, or restated from time to time, the “Asset Purchase Agreement”); (b) authorizing the sale (the “Sale”) of substantially all of the Debtors’ assets (the “Acquired Assets”) free and clear of all Liens, Claims, and Interests (other than the Assumed Liabilities and Permitted Liens (as defined in the Asset Purchase Agreement)), with such Liens, Claims, and Interests to attach to the proceeds of the Sale to the same extent, validity, and priority that such Liens, Claims, and Interests had in the Acquired Assets (subject to any rights, claims, and defenses that the Debtors’ estates and/or the Debtors, as applicable, may possess with respect thereto); (c) authorizing the assumption and assignment of certain executory contracts and unexpired leases of the Debtors in connection therewith (including pursuant to the contract and lease designation rights set forth in Section 2.6 of the Asset Purchase Agreement); 2 Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Motion or the Asset Purchase Agreement, as applicable. 61893/0001-40018279v4 Case 21-10269-ABA Doc 266 Filed 02/23/21 Entered 02/23/21 17:00:43 Desc Main Document Page 3 of 245 (Page 3) Debtors: CHRISTOPHER & BANKS CORPORATION, et al. Case No. 21-10269 (ABA) Caption of Order: ORDER (A) APPROVING THE ASSET PURCHASE AGREEMENT; (B) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS; (C) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND (D) GRANTING RELATED RELIEF and (d) granting related relief; and the Court having considered and previously entered the Order (A) Approving Bidding Procedures for Sale of Substantially All of the Debtors’ Assets, (B) Approving Expense Reimbursement, (C) Scheduling Auction for, and Hearing to Approve, Sale of Substantially All of the Debtors’ Assets, (D) Approving Form and Manner of Notices of Sale, Auction, and Sale Hearing, (E) Approving Assumption and Assignment Procedures and (F)Granting Related Relief, dated February 2, 2021 [Doc. No. 146] (the “Bidding Procedures Order”), approving bidding procedures for the marketing and sale of the Acquired Assets (the “Bidding Procedures”) and granting certain related relief; and Buyer having submitted the highest or otherwise best bid for the Acquired Assets, which was determined by the Debtors, following consultation with the Consultation Parties (as defined in the Bidding Procedures), to be the Successful Bid (as defined in the Bidding Procedures); and the Court having conducted a hearing to consider the Sale on February 23, 2021 (the “Sale Hearing”), at which all interested parties were offered an opportunity to be heard with respect to the Sale; and the Court having reviewed and considered (a) the Motion and the exhibits thereto, (b) the Asset Purchase Agreement, by and between the Debtors and Buyer, whereby the Debtors have agreed, among other things, to sell the Acquired Assets to Buyer, including certain executory contracts and unexpired leases of the Debtors that will be assumed and assigned to Buyer (collectively, the 61893/0001-40018279v4 Case 21-10269-ABA Doc 266 Filed 02/23/21 Entered 02/23/21 17:00:43 Desc Main Document Page 4 of 245 (Page 4) Debtors: CHRISTOPHER & BANKS CORPORATION, et al. Case No. 21-10269 (ABA) Caption of Order: ORDER (A) APPROVING THE ASSET PURCHASE AGREEMENT; (B) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS; (C) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND (D) GRANTING RELATED RELIEF “Assumed Contracts and Assumed Leases”), and to which all objections have been resolved or otherwise overruled other than the Unresolved Objections to Cure Amounts (defined below), on the terms and conditions set forth in the Asset Purchase Agreement and any ancillary or supplemental documents executed in connection therewith; (c) the Declaration of Perry M. Mandarino in Support of Entry of Order (A) Approving the Asset Purchase Agreement; (B) Authorizing the Sale of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests; (C) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and (D) Granting Related Relief, dated February 19, 2021 [Doc. No. 256] (the “Sale Declaration”); (d) the Debtors’ privacy policies as of the Petition Date; and (e) the arguments of counsel made, and the evidence proffered and adduced, at the Sale Hearing; and the Court having jurisdiction to decide the Motion and grant the relief requested therein in accordance with 28 U.S.C. §§ 157(a)-(b) and 1334(b) and the Standing Order of Reference to the Bankruptcy Court Under Title 11 of the United States District Court for the District of New Jersey, entered on July 23, 1984, and amended on September 18, 2012 (Simandle, C.J.); and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due notice of the Motion and the form of 61893/0001-40018279v4 Case 21-10269-ABA Doc 266 Filed 02/23/21 Entered 02/23/21 17:00:43 Desc Main Document Page 5 of 245 (Page 5) Debtors: CHRISTOPHER & BANKS CORPORATION, et al. Case No. 21-10269 (ABA) Caption of Order: ORDER (A) APPROVING THE ASSET PURCHASE AGREEMENT; (B) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS; (C) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND (D) GRANTING RELATED RELIEF this order (this “Sale Order”) having been provided; and it appearing that the relief granted herein is in the best interests of the Debtors, their estates, creditors, and all parties in interest in the Debtors’ chapter 11 cases (collectively, the “Bankruptcy Case”); and upon the record of the Sale Hearing and the Bankruptcy Case; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY FOUND AND DETERMINED THAT:3 A. Jurisdiction and Venue. The Court has jurisdiction to decide the Motion and approve the Sale pursuant to 28 U.S.C. §§ 157 and 1334, and the Standing Order of Reference to the Bankruptcy Court Under Title 11 of the United States District Court for the District of New Jersey, entered on July 23, 1984, and amended on September 18, 2012 (Simandle, C.J.). This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue of the Bankruptcy Case and the Motion in this district is proper under 28 U.S.C. §§ 1408 and 1409. B. Statutory and Rule Predicates. The statutory and other legal predicates for the relief granted herein are sections 105(a), 363, and 365, 503, and 507 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, and 6006, and Local Rules 6004-1, 6004-2, and 6004-3. 3 Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact where appropriate.
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