Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 1 of 12 THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re DRAW ANOTHER CIRCLE, LLC, et al., 1 Debtors. Chapter 11 Case No.: 16-11452 (KJC) (Jointly Administered) Obj. Deadline: October 26, 2016 at 12:00 p.m. (ET) NOTICE OF ASSUMPTION AND ASSIGNMENT OF UNEXPIRED LEASE FOR STORE NO. 9696 (COEUR D ALENE, IDAHO) Re: Store No. 9696, 101 Best Avenue, Coeur D Alene, ID, Lease Agreement August 16, 1993, by and between Standard Insurance Company, as Landlord, and Hastings Entertainment, Inc., successor in interest to Hastings Books, Music & Video, Inc., as Tenant, as amended (the Lease ) PLEASE TAKE NOTICE that on October 4, 2016, the above-captioned debtors and debtors in possession (the Debtors ) filed a motion with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ) seeking entry of a proposed Order Granting Debtors Motion for an Order, Pursuant to Bankruptcy Code Sections 105, 363 and 365 of the Bankruptcy Code, (I) Approving Designation Rights Agreement with Vintage Stock, Inc., (II) Establishing Lease Assumption and Assignment Procedures in Connection with Such Designation Rights Agreement, and (III) Granting Related Relief (the Proposed Order ). PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Proposed Order, the Debtors hereby provide this Notice of Assumption and Assignment of Unexpired Lease (the Notice ) of their intent to assume and assign the above-referenced Lease. Debtors intend to assume and assign the Lease to Vintage Stock, Inc. (the Assignee ). The The 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc. (7773); and Hastings Internet, Inc. (0809). The Debtors executive headquarters are located at 3601 Plains Boulevard, Amarillo, TX 79102.
Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 2 of 12 Assignee intends to use the premises that are the subject of the Lease to operate a retail business specializing in buying/selling/trading entertainment merchandise, including, but not limited to, movies, music, and video games and related memorabilia. The Assignee has the financial wherewithal to meet all future obligations under the Lease, as evidenced by the documentation attached hereto as well as the confidential documentation provided directly to the Landlord (and, upon request, the other Assumption Notice Parties (as defined in the Proposed Order)), thereby demonstrating that it has the ability to comply with the requirements of adequate assurance of future performance under section 365(f)(2)(B) and, if applicable, section 365(b)(3) of the Bankruptcy Code (as limited by section 365(f) of the Bankruptcy Code). PLEASE TAKE FURTHER NOTICE that, should you object to the Debtors assignment and assumption of the above-referenced Lease, you must file and serve a written objection so that such objection is filed with the Court and actually received no later than ten (10) days after the date that the Debtors served this Notice (the Assumption Objection Deadline ) by the following parties: (i) corporate counsel to the Debtors, Cooley LLP, 1114 Avenue of the Americas, New York, New York 10036 (Attn: Cathy Hershcopf, Esq., Michael A. Klein, Esq., and Sarah Carnes, Esq.); Email: chershcopf@cooley.com, mklein@cooley.com, and scarnes@cooley.com; (ii) bankruptcy counsel to the Debtors, Whiteford, Taylor & Preston LLC, the Renaissance Centre, 405 North King Street, Suite 500, Wilmington, Delaware 19801 (Attn: Christopher M. Samis, Esq. and L. Katherine Good, Esq.); Email: csamis@wtplaw.com and kgood@wtplaw.com; (iii) RCS Real Estate Advisors, 460 West 34th Street, Third Floor, New York, NY 10001 (Attn: Spence J. Mehl); Email: smehl@rcsrealestate.com; and (iv) counsel to the Committee, Lowenstein Sandler LLP, 65 Livingston Avenue, Roseland, New Jersey 07068 (Attn: Bruce Buechler, Esq.); Email: bbuechler@lowenstein.com, and 1251 Avenue of the
Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 3 of 12 Americas, New York, New York 10020 (Attn: Bruce Nathan, Esq. and Eric Chafetz, Esq.); Email: bnathan@lowenstein.com and echafetz@lowenstein.com; (v) the Office of the United States Trustee for the District of Delaware, J. Caleb Boggs Federal Building, 844 North King Street, Suite 2207, Wilmington, Delaware 19801 (Attn: Hannah McCollum, Esq.); Email (Hannah.McCollum@usdoj.gov); (vi) the Purchaser, Vintage Stock, Inc., 202 E. 32 nd St., Joplin, Missouri 64804 (Attn: Rodney Spriggs); Email: rodney.spriggs@vintagestock.com; (vii) counsel to the Purchaser, Baird Lightner Millsap, PC, 1901 South Ventura, Building C, Springfield, Missouri 65804 (Attn: Brett Roubal, Esq.); Email: broubal@blmlawyers.com; and (viii) as applicable, the landlord and any parties to any subleases; and (ix) any other interested parties to the Lease. PLEASE TAKE FURTHER NOTICE that, attached hereto as Annex I is a schedule of the proposed cure amount under the Lease. If a written objection to the proposed cure amount is not filed and served in accordance with the same procedures and deadlines for objections above, then the cure amount shall be binding on all parties and no amount in excess thereof shall be paid for cure purposes. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Proposed Order, if a timely objection is properly filed and served in accordance with the procedures set forth above, and the Debtors, the Assignee and the objecting party cannot consensually resolve the issue(s) raised in the objection, a hearing will be scheduled on the date that is at least ten (10) days after the Assumption Objection Deadline or on such other date agreed to by the parties or directed by the Court. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Proposed Order, if no objection is filed and served in accordance with the above procedures, the Debtors
Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 4 of 12 will file with the Court a certificate of no objection with the proposed form of order, attached hereto as Annex II, that provides, inter alia, that (i) the assumption and assignment of the Lease is approved, final and effective as of the applicable closing date; (ii) the Assignee provided adequate assurance of future performance under the Lease; and (iii) the cure amount shall be fixed in the amount set forth in Annex I hereto, and any claim for any additional amounts for cure purposes shall be forever barred. Dated: October 12, 2016 Wilmington, Delaware Respectfully submitted, /s/ Chantelle D. McClamb Christopher M. Samis (No. 4909) L. Katherine Good (No. 5101) Chantelle D. McClamb (No. 5978) WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre, Suite 500 405 North King Street Wilmington, Delaware 19801 Telephone: (302) 353-4144 Email: csamis@wtplaw.com kgood@wtplaw.com cmcclamb@wtplaw.com Counsel for the Debtors and Debtors in Possession
http://www.vintagestock.com/about-vintage-stock/ 10/11/2016 About Us Vintage Stock / Movie Trading Co. - Music, Movies, Video Games and More! Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 5 of 12 Page 1 of 2 Home / About Us Try our Advanced Search You have no items to compare. Vintage Stock is your entertainment superstore! From the newest hit movies, music, and video games to the rarest comics, toys, and memorabilia, Vintage Stock is the only store to have it all! Everything you want, all in one store. What do we buy and sell? Sign up for our NEWSLETTER! Movies: Blu-ray, DVDs, even VHS! (While we sell all genres of VHS movies, at this time, we are only buying Kids content VHS) Music: CDs & LPs Video Games: Both vintage & new consoles and games, accessories, and guides Collectibles: comic books, toys, novelties, posters, memorabilia Cards: sports cards and collectible game cards, like Magic the Gathering, Pokemon, & Yu-Gi-Oh! Books: Our Joplin, MO and V Stock locations carry books, both classic and new best-sellers. We also offer other great services to help our customers: Rentals: Movies & Video Games can be rented, with the option to buy after you try! Special Orders: Every location has access to the massive inventory of the entire company, and will ship directly to you. Disc Repair: Got a scratched disc that skips or won t play at all? Vintage Stock can repair most damaged DVDs or CDs Knowledgeable staff: Our sales associates have a wide range of knowledge about the products we carry! Founded in 1980, in Joplin, Missouri, Vintage Stock was originally called Book Barn and sold used books. As time progressed, we have diversified the product line to include other new and pre-owned products, including music, movies, video games, sports collectibles, trading cards, games, comics and toys. In 2002, Vintage Stock was totally acquired by a group led by Rodney Spriggs, Steve Wilcox, and Ken Caviness. Since then, Vintage Stock has opened new stores across the midwest, expanding into brand-new markets, like Oklahoma City, Topeka, and St. Louis. In 2006, Vintage Stock also acquired the Dallas Area Movie Trading Co. locations from Blockbuster, which offer over a million titles to choose from in Movies, Music and Video Games. Today, there are over 40 locations in 5 states to serve you, and Vintage Stock just keeps growing, thanks to loyal customers like you. Frequently Asked Questions Please visit our FAQ page. Career Opportunities Want a great job full of fun, tons of opportunities and product discounts? Find it here! We re frequently looking for motivated, dynamic employees in all areas of our company. Print an application or Download an application. 3 easy ways to apply: -Download, complete and email your application to employment@vintagestock.com. -Print, complete and deliver your application directly to the store. -Print and fax your application to our corporate office@417-782-0024.
http://www.vintagestock.com/about-vintage-stock/ 10/11/2016 About Us Vintage Stock / Movie Trading Co. - Music, Movies, Video Games and More! Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 6 of 12 Page 2 of 2 Management Team The Vintage Stock and Movie Trading Company executive team has extensive experience and vision to ensure that our company maintains its growth potential and leadership in pre-owned diversified product lines. That is the concept behind Vintage Stock: everything you want in one store. Press Releases 2011 Joplin Firm Vintage Stock Announced 2 BAM! Locations in St. Louis BAM! Location at Chesterfield Mall 2010 Announces New Accounting Manager Winner of D12 Award: Ranking 2nd top Business of the Year 2009 Vintage Stock Launches Midwest s Largest Entertainment Store Northpark Mall Location Announced Plans for Joplin South Location Vintage Stock Announces New Store Management Vintage Stock Announces New Store Management Vintage Stock Announces New Store Management Vintage Stock Holds Annual Managers Meeting Articles Joplin Globe (Feb10) Joplin Tri-State Business Journal (Nov09) Urban Tulsa Weekly Voted #1 in Tulsa (July08) Page 2 Comics & Games Retailer (Nov05) Page 2 Page 3 Page 4 Entrepreneur (Oct05) Page 2 Page 3 Entrepreneur's ebay Guide Page 2 Small Business Opportunities (Nov05) Page 2
Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 7 of 12 ANNEX I (Cure Amount) Store Number and Location Cure Amount Store No. 9696, 101 Best Avenue, Coeur D Alene, ID $0.00
Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 8 of 12 ANNEX II Proposed Order Approving Assignment and Assumption
Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 9 of 12 THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re DRAW ANOTHER CIRCLE, LLC, et al., 1 Debtors. Chapter 11 Case No.: 16-11452 (KJC) (Jointly Administered) Re: Docket No. ORDER, PURSUANT TO BANKRUPTCY CODE SECTIONS 105, 363 AND 365 AND BANKRUPTCY RULES 2002, 6004 AND 6006, APPROVING THE ASSUMPTION AND ASSIGNMENT OF STORE NO. 9696 (COEUR D ALENE, ID) TO VINTAGE STOCK, INC. Pursuant to the Order Granting Debtors Motion for an Order, Pursuant to Bankruptcy Code Sections 105, 363 and 365 of the Bankruptcy Code, (I) Approving Designation Rights Agreement with Vintage Stock, Inc., (II) Establishing Lease Assumption and Assignment Procedures in Connection with Such Designation Rights Agreement, and (III) Granting Related Relief [D.I. No. ] (the Designation Rights Order ); 2 and the Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and this being a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Debtors having properly filed and served an Assumption Notice in accordance with the terms of the Designation Rights Order in respect of Store No. 9696, 101 Best Avenue, Coeur D Alene, ID, Lease Agreement August 16, 1993, by and between Standard Insurance Company, as Landlord, and Hastings Entertainment, Inc., successor in interest to Hastings Books, Music & Video, Inc., as Tenant, as amended (the Lease ); and no timely objections having been filed to the assumption and assignment of such Lease; and due and 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc. (7773); and Hastings Internet, Inc. (0809). The Debtors executive headquarters are located at 3601 Plains Boulevard, Amarillo, TX 79102. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Designation Rights Order.
Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 10 of 12 proper notice of the Designation Rights Order and Assumption Notice having been provided, and it appearing that no other notice need be provided; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The assumption and assignment of the Lease to Vintage Stock, Inc. is hereby approved, and the assignment is effective as of the later of (i) the first business day after the entry of this Order, and (ii) the termination date of the Store Closing Sale (as defined in the Designation Rights Agreement) for the premises that are the subject of the Lease (the Effective Date ). 2. The Debtors are authorized to assume and assign the Lease to Vintage Stock, Inc. free and clear of all liens and claims and interests of any kind or nature, pursuant to Bankruptcy Code sections 105(a), 363(f) and 365. 3. The Debtors are authorized to take any action necessary to implement the terms of this Order and the assignment without further order from this Court. 4. The cure amount under Bankruptcy Code section 365(b) in connection with the assumption and assignment of the Lease is as set forth on Schedule A hereto (the Cure Costs ), and any claims for any additional amounts as a cure obligation with respect to the Lease are forever barred. Pursuant to Section 365(b)(1)(A) and (B) of the Bankruptcy Code, on the Effective Date, Purchaser shall pay the Cure Costs to the landlord of the Lease. 5. Notwithstanding anything to the contrary in this Order, with respect to the Lease, from and after the Effective Date, the Assignee shall have both the benefits and the burdens under such Lease, including those burdens for rent and other charges which have accrued as of the Effective Date but are not yet due under the terms of such Lease (and thus are not payable as a cure cost pursuant to section 365(b)(1)(A)), including, but not limited
Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 11 of 12 to: (i) any adjustments or reconciliations (including any year-end adjustments or reconciliations) in respect of common area maintenance, insurance, taxes, and other charges and expenses that become due under the Lease; (ii) any percentage rent (if applicable) that becomes due under the Lease; and (iii) any and all property taxes that become or are due and payable under the Lease. All rights of the Debtors and their estates, the non-debtor parties to the Leases, the Purchaser, and the Assignee with respect to such matters shall be reserved. 6. Nothing in this Order shall alter, conflict with, or derogate from, the provisions of the Agency Agreement dated July 20, 2016 between Hastings Entertainment, Inc. and a contractual joint venture composed of Hilco Merchant Resources and Gordon Brothers Retail Partners, LLC or the terms of the Order Authorizing (I) the Sale of Certain of the Debtors Assets Free and Clear of all Claims, Liens, Liabilities, Rights, Interests and Encumbrances, (II) the Debtors to Enter into and Perform their Obligations Under the Agency Agreement, and (III) and Granting Related Relief [Docket No. 449]. 7. The 14-day stay required of any assignment of any Lease pursuant to Bankruptcy Rule 6006(d) is hereby waived. 8. This Court shall retain exclusive jurisdiction to resolve any dispute arising from or related to this Order. Dated:, 2016 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE
Case 16-11452-KJC Doc 800 Filed 10/12/16 Page 12 of 12 SCHEDULE A (Cure Amount) Store Number and Location Cure Amount Store No. 9696, 101 Best Avenue, Coeur D Alene, ID $0.00