Lucy F. Kweskin Matthew A. Skrzynski PROSKAUER ROSE LLP

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Lucy F. Kweskin Jeff J. Marwil (admitted pro hac vice) Matthew A. Skrzynski Jordan E. Sazant (admitted pro hac vice) PROSKAUER ROSE LLP Brooke H. Blackwell (admitted pro hac vice) Eleven Times Square PROSKAUER ROSE LLP New York, New York 10036 70 West Madison, Suite 3800 Telephone: (212) 969-3000 Chicago, IL 60602 Facsimile: (212) 969-2900 Telephone: (312) 962-3550 Facsimile: (312) 962-3551 Peter J. Young (admitted pro hac vice) PROSKAUER ROSE LLP 2029 Century Park East, Suite 2400 Los Angeles, CA 90067-3010 Telephone: (310) 557-2900 Facsimile: (310) 557-2193

Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re Chapter 11 CENTURY 21 DEPARTMENT STORES LLC, et al., Case No. 20-12097 (SCC)

Debtors.1 (Jointly Administered)

NOTICE OF PRESENTMENT OF CONSENT ORDER GRANTING RELIEF RELATING TO SUBJECT LETTER OF CREDIT

PLEASE TAKE NOTICE that on January 11, 2021 at 12:00 noon, the Debtors will

present the annexed Consent Order Granting Relief Relating to Subject Letter of Credit (the

1 The Debtors in these chapter 11 cases (the “Chapter 11 Cases”), along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Century 21 Department Stores LLC (4073), L.I. 2000, Inc. (9619), C21 Department Stores Holdings LLC (8952), Giftco 21 LLC (0347), Century 21 Fulton LLC (4536), C21 Philadelphia LLC (2106), Century 21 Department Stores of New Jersey, L.L.C. (1705), Century 21 Gardens Of Jersey, LLC (9882), C21 Sawgrass Blue, LLC (8286), C21 GA Blue LLC (5776), and Century Paramus Realty LLC (5033). The Debtors’ principal place of business is: 22 Cortlandt Street, 5th Floor, New York, NY 10007.

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“Consent Order”) to the Honorable Shelley C. Chapman, in the United States Bankruptcy Court

for the Southern District of New York (the “Bankruptcy Court”) for signature.

PLEASE TAKE FURTHER NOTICE that the proposed Consent Order modifies the automatic stay under 11 U.S.C. § 362(d) solely to the extent necessary to allow Mayore Estates

LLC and 80 Lafayette Associates LLC (together, the “Landlord”), landlord under the Lease (as

defined in the Consent Order), to apply the irrevocable Letter of Credit (as defined in the Consent

Order) issued in the Landlord’s favor by JPMorgan Chase Bank, N.A. and apply it against amounts

owed under the Lease. The Debtors believe that the Consent Order is in the best interests of the

Debtors’ estates and should be approved. Parties are advised to inspect the proposed Consent

Order for its full terms and conditions.

PLEASE TAKE FURTHER NOTICE that any responses or objections (“Objections”)

to the Consent Order shall be in writing, shall conform to the Federal Rules of Bankruptcy

Procedure and the Local Bankruptcy Rules for the Southern District of New York, shall be filed

within the Bankruptcy Court (i) by attorneys practicing in the Bankruptcy Court, including

attorneys admitted pro hac vice, electronically in accordance with General Order M-399, and

(ii) by all other parties in interest, in accordance with the customary practices of the Bankruptcy

Court and General Order M-399, to the extent applicable, and shall be served in accordance with

General Order M-399 so as to be filed and received no later than January 11, 2021 at 11:30 a.m.

(Prevailing Eastern Time) (the “Objection Deadline”). The ECF docket number to which the

filing relates shall be included in the upper right hand corner of the caption of all objections.

Unless objections are received by that time, the Consent Order may be signed.

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Dated: January 4, 2021 Respectfully submitted, New York, New York /s/ Lucy F. Kweskin

Lucy F. Kweskin Matthew A. Skrzynski PROSKAUER ROSE LLP Eleven Times Square New York, New York 10036 Telephone: (212) 969-3000 Facsimile: (212) 969-2900 Email: [email protected] Email: [email protected]

-and-

Jeff J. Marwil (admitted pro hac vice) Jordan E. Sazant (admitted pro hac vice) Brooke H. Blackwell (admitted pro hac vice) PROSKAUER ROSE LLP 70 West Madison, Suite 3800 Chicago, IL 60602-4342 Telephone: (312) 962-3550 Facsimile: (312) 962-3551 Email: [email protected] Email: [email protected] Email: [email protected]

-and-

Peter J. Young (admitted pro hac vice) PROSKAUER ROSE LLP 2029 Century Park East, Suite 2400 Los Angeles, CA 90067 Telephone: (310) 557-2900 Facsimile: (310) 577-2193 Email: [email protected]

Attorneys for Debtors and Debtors in Possession

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re Chapter 11 CENTURY 21 DEPARTMENT STORES LLC, et al., Case No. 20-12097 (SCC)

Debtors.1 (Jointly Administered)

Re: Docket No. 312

CONSENT ORDER GRANTING RELIEF RELATING TO SUBJECT LETTER OF CREDIT

The Debtors, on the one hand, and Mayore Estates LLC (“Mayore”) and 80 Lafayette

Associates LLC (“Lafayette” and, together with Mayore, the “Landlord”), the Landlord under the Lease identified below, on the other, by and through their respective counsel, hereby enter into this stipulated consent order (the “Order”) providing as follows:

WHEREAS, Landlord and non-Debtor Century 21 Inc. (“Tenant”) entered into a lease

relating to the premises located at the 4th, 5th, and 6th floors of 22 Cortlandt Street (as amended

and modified from time to time, including to add the 9th floor of the premises under separate lease, together, the “Lease”).

WHEREAS, at the request of Debtor Century 21 Department Stores LLC, JPMorgan

Chase Bank, N.A. (“Chase”) issued an Irrevocable Letter of Credit for the benefit of the

Landlord (“Letter of Credit”), which expires on January 30, 2021.

1 The Debtors in these chapter 11 cases (the “Chapter 11 Cases”), along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Century 21 Department Stores LLC (4073), L.I. 2000, Inc. (9619), C21 Department Stores Holdings LLC (8952), Giftco 21 LLC (0347), Century 21 Fulton LLC (4536), C21 Philadelphia LLC (2106), Century 21 Department Stores of New Jersey, L.L.C. (1705), Century 21 Gardens Of Jersey, LLC (9882), C21 Sawgrass Blue, LLC (8286), C21 GA Blue LLC (5776), and Century Paramus Realty LLC (5033). 20-12097-scc Doc 423 Filed 01/04/21 Entered 01/04/21 18:50:08 Main Document Pg 5 of 8

WHEREAS, Landlord has received notice from Chase that it will not renew the Letter of

Credit following its expiration on January 30, 2021.

WHEREAS, Article 91 of the Lease provides, in relevant part, that the Landlord shall be

permitted to draw down on the Letter of Credit in the event that Chase provides notice of its

intention not to renew the Letter of Credit prior to the expiration date.

WHEREAS, Landlord intends to draw upon the Letter of Credit prior to its expiration

date and has moved for an order confirming that the automatic stay does not apply to the subject

Letter of Credit under the independence principle, or, alternatively, vacating the automatic stay

[ECF #312] (the “Motion”).

WHEREAS, the Debtors acknowledge that the Letter of Credit is not property of the

Debtors’ estates and that the Landlord’s right to draw upon the Letter of Credit is not subject to

the automatic stay in bankruptcy.

WHEREAS, the Debtors do not contest the relief requested by the Landlord.

NOW, THEREFORE, it is hereby ordered that the Motion is resolved and decided as follows:

1. The automatic stay is not applicable to the Letter of Credit and the Landlord may

immediately draw down on the Letter of Credit following entry of this Order.

2. Notwithstanding the Landlord’s draw down on the Letter of Credit, the Landlord,

Tenant, and the Debtors reserve all rights and remedies with respect to the Lease and the Letter

of Credit, including, but not limited to, any alleged defaults under the Leases and any alleged

defenses thereto. For the avoidance of doubt, the Debtors shall not have an interest in or claim

to the proceeds of the Letter of Credit. 20-12097-scc Doc 423 Filed 01/04/21 Entered 01/04/21 18:50:08 Main Document Pg 6 of 8

3. Inasmuch as none of the Debtors is a tenant under the Lease, the Landlord shall

not file a proof of claim against the Debtors on account of the Lease or Letter of Credit.

4. This Order shall become effective immediately without any further stays under

the Bankruptcy Rules or otherwise.

5. This Order shall not be modified, altered, amended or vacated without the written

mutual consent of the Debtors and the Landlord or by further order of the Bankruptcy Court.

6. The Bankruptcy Court shall retain jurisdiction to resolve any disputes or

controversies arising from this Order except that the Bankruptcy Court shall under no

circumstances have any jurisdiction over the proceeds of the Letter of Credit or the Lease.

[Signature Pages Follow]

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STIPULATED AND AGREED:

CENTURY 21 DEPARTMENT STORES, LLC

By their attorneys,

/s/ Lucy F. Kweskin

-and-

Peter J. Young (admitted pro hac vice) PROSKAUER ROSE LLP 2029 Century Park East, Suite 2400 Los Angeles, CA 90067 Telephone: (310) 557-2900 Facsimile: (310) 577-2193 Email: [email protected]

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MAYORE ESTATES LLC 80 LAFAYETTE ASSOCIATES LLC

By their attorneys,

/s/Kevin J. Nash______Kevin J. Nash, Esq. [email protected] Goldberg Weprin Finkel Goldstein LLP 1501 Broadway, 22nd Floor New York, New York 10036

ENTERED AS AN ORDER OF THIS COURT,

Dated: ______, 2021 THE HONORABLE SHELLEY C. CHAPMAN New York, New York UNITED STATE BANKRUPTCY JUDGE