Case CSS Doc 228 Filed 01/05/18 Page 1 of 4 THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case CSS Doc 228 Filed 01/05/18 Page 1 of 4 THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) ) Chapter 11 CHARMING CHARLIE HOLDINGS, ) INC., et al., ) Case No (CSS) ) Jointly Administered Debtors. 1 ) ) Hearing Date: January 11, 2017 at 11:00 am ) Ref. D.I. 21, 93 and 216 JOINDER OF CBL & ASSOCIATES MANAGEMENT, INC. TO LIMITED OBJECTION OF DDR CORP., GREGORY GREENFIELD & ASSOCIATES, LTD., GGP INC., REGENCY CENTERS CORP., ROUSE PROPERTIES, LLC, AND TURNBERRY ASSOCIATES TO DEBTORS MOTION SEEKING ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING THE DEBTORS TO OBTAIN POSTPETITION FINANCING, (II) AUTHORIZING THE DEBTORS TO USE CASH COLLATERAL, (III) GRANTING LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS, (IV) GRANTING ADEQUATE PROTECTION TO THE PREPETITION LENDERS, (V) MODIFYING AUTOMATIC STAY, (VI) SCHEDULING A FINAL HEARING, AND (VII) GRANTING RELATED RELIEF CBL & Associates, Management, Inc. ( CBL ), by and through counsel, hereby join (this Joinder ) in the Limited Objection of DDR Corp., Gregory Greenfield & Associates, LTD., GGP Inc., Regency Centers Corp., Rouse Properties, LLC, and Turnberry Associates to Debtors Motion Seeking Entry of Interim and Final Orders (I) Authorizing the Debtors to Obtain Postpetition Financing, (II) Authorizing the Debtors to Use Cash Collateral, (III) Granting Liens and Providing Superpriority Administrative Expense Status, (IV) Granting Adequate Protection to the Prepetition Lenders, (V) Modifying Automatic Stay, (VI) Scheduling a Final Hearing, and (VII) Granting Related Relief [Docket No. 216] (the Limited Objection ), for the reasons set forth in the Limited Objection, and in support thereof show as follows: 1 The Debtors in these chapter 11 cases are: Charming Charlie Canada LLC; Charming Charlie Holdings Inc.; Charming Charlie International LLC; Charming Charlie LLC; Charming Charlie Manhattan LLC; Charming Charlie USA, Inc.; and Poseidon Partners CMS, Inc. 1

2 Case CSS Doc 228 Filed 01/05/18 Page 2 of 4 1. On December 11, 2017 the above-captioned debtors (the Debtors ) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. Upon information and belief, the Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to 11 U.S.C. 1107(a) and CBL is the managing agent for thirteen (13) locations (the CBL Locations ) at which the Debtors lease retail space (the Premises ) from the Landlords pursuant to unexpired leases of nonresidential real property (individually, a Lease, and collectively, the CBL Leases ) in this bankruptcy as follows: Store Acadiana Mall Arbor Place Mall Cherryvale Mall Friendly Center Hamilton Place Mall Hanes Mall Parkway Place Pearland Town Center Shoppes at St. Clair Square Sunrise Mall Triangle Town Center West County Center West Towne Mall Location Lafayette, LA Douglasville, GA Rockford, IL Greensboro, NC Chattanooga, TN Winston-Salem, NC Huntsville, AL Pearland, TX Fairview Heights, IL Brownsville, TX Raleigh, NC Des Peres, MO Madison, WI 3. On December 11, 2017, the Debtors filed its Motion Seeking Entry of Interim and Final Orders (I) Authorizing the Debtors to Obtain Postpetition Financing, (II) Authorizing the Debtors to Use Cash Collateral, (III) Granting Liens and Providing Superpriority Administrative Expense Status, (IV) Granting Adequate Protection to the Prepetition Lenders, (V) Modifying Automatic Stay, (VI) Scheduling a Final Hearing, and (VII) Granting Related Relief [Docket No. 21] (the DIP Motion ). 2

3 Case CSS Doc 228 Filed 01/05/18 Page 3 of 4 JOINDER AND RESERVATION OF RIGHTS 4. On January 4, 2018, certain landlords filed the Limited Objection objecting to the proposed budget for failing to set aside funds for payment of stub rent owed to the Landlords for the use of their property from December 11, 2017 through December 31, 2017 (the Stub Rent ) and for adequate protection. 5. For reasons stated in the Limited CBL joins in and incorporates by reference the Limited Objection as its own. CBL objection to entry of an order on the DIP Motion or approval of any DIP budget that would allow waivers under 11 U.S.C. 506(c) and 552, and fails to direct Debtors to immediately pay Stub Rent to CBL and similarly situated landlords, or in the alternative, otherwise adequately protect CBL by requiring the Debtors to budget and segregate funds sufficient to pay Stub Rent provisions are made for payment of the Stub Rent. 6. CBL reserves its right to amend and/or supplement this Objection and to raise any additional objections to the DIP Motion at the final hearing. 7. CBL further joins in the objections filed by Debtors other landlords to the extent that such objections are not inconsistent with this Joinder. WHEREFORE, for the reasons set forth in the Limited Objection, CBL joins in the request that the Motion be denied unless provisions are made for the payment of Stub Rent and for other relief this Court deems appropriate. 3

4 Case CSS Doc 228 Filed 01/05/18 Page 4 of 4 Dated: January 5, 2017 Wilmington, Delaware Respectfully submitted, HOGAN McDANIEL /s/garvan F. McDaniel Garvan F. McDaniel (DE No. 4167) 1311 Delaware Avenue Wilmington, Delaware Telephone: Facsimile: gfmcdaniel@dkhogan.com Attorneys for CBL & Associates Management, Inc. 4

5 Case CSS Doc Filed 01/05/18 Page 1 of 2 CERTIFICATE OF SERVICE The undersigned certifies that on this 5th day of January, 2018, a true and correct copy of the foregoing Joinder has been served by operation of the Court s electronic filing system to all parties registered for electronic filing receipt and via first class mail upon the parties listed below: Domenic E. Pacitti, Esquire Michael Yurkewicz, Esq. Klehr Harrison Harvey Branzburg LLP 919 Market Street, Suite 1000 Richard L. Schepacarter, Esquire Office of United States Trustee 844 King Street, Suite 2207 Mark D. Collins, Esq. David T. Queroli, Esq. Richards, Layton & Finger, P.A., 920 North King Street, David Fournier, Esq. Pepper Hamilton LLP 1313 Market Street, Suite 5100 Wilmington, DE Pauline K. Morgan, Esq. M. Blake Cleary, Esq. Young Conaway Stargatt & Taylor, LLP 1000 North King Street Charming Charlie Attn: Melissa Boughton 5999 Savoy Drive Houston TX Joshua A. Sussberg, P.C. Aparna Yenamandra, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY10022 James H.M. Sprayregen, P.C. Kirkland & Ellis LLP, 300 North LaSalle Street Chicago, IL Morton Branzburg, Esq. Klehr Harrison Harvey Branzburg LLP 1835 Market Street, Suite 1400 Philadelphia, PA Julia Frost-Davies, Esq. Amelia C. Joiner, Esq. Morgan, Lewis & Bockius LLP One Federal St. Boston, MA Ronald Hewitt, Esq. Covington & Burling LLP 620 Eighth Avenue New York, NY Jeff Saferstein, Esq. Adam Denhoff, Esq. Sharad Thaper, Esq. Paul, Weiss, Rifkind Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019

6 Case CSS Doc Filed 01/05/18 Page 2 of 2 Cathy Hershcopf, Esq. Seth Van Aalten, Esq. Michael Klein, Esq. Cooley LLP The Grace Building 1114 Avenue of the Americas 46th Floor New York, NY /s/garvan F. McDaniel Garvan F. McDaniel (DE #4167) 2