IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

TOYS “R” US PROPERTY COMPANY I, LLC, et al.1

) Case No. 18-31429 (KLP)

)

Debtors. ) (Jointly Administered)

)

NOTICE OF ASSUMPTION OF CERTAIN UNEXPIRED LEASES

PLEASE TAKE NOTICE that on July 25, 2018, the United States Bankruptcy Court for 

the Eastern District of Virginia (the “Court”) entered an order on the motion (the “Motion”)2of the 

PropCo I debtors and PropCo I debtors in possession (the “Propco I Debtors”), pursuant to Sections 

105(a), 363, 365, and 554 of the Bankruptcy Code and Bankruptcy Rule 6006 approving expedited 

procedures for the rejection, assumption, or assumption and assignment of executory contracts and 

unexpired leases and granting related relief [Docket No. 393] (the “Procedures Order”) attached 

hereto as Exhibit 1.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Procedures Order and by this 

written notice (this “Assumption Notice”), the Propco I Debtors hereby notify you that they have 

determined, in the exercise of their business judgment, that each Contract set forth on Exhibit 2

attached hereto is hereby assumed or assumed and assigned effective as of the date 

 

1 The Propco I Debtors in these chapter 11 cases, along with the last four digits of each PropCo I Debtor’s federal 

tax identification number, are set forth in the Final Order (I) Directing Joint Administration of the Propco I 

Debtors’ Chapter 11 Cases and (II) Granting Related Relief [Docket No. 94]. The location of the Propco I 

Debtors’ service address is One Geoffrey Way, Wayne, NJ 07470.

2

Capitalized terms used in this Notice and not immediately defined have the meanings given to such terms in the 

Motion or in the First Day Declaration, as applicable.

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(the “Assumption Date”) set forth in Exhibit 2, or such other date as the Propco I Debtors and the 

counterparties to such Contracts agree.

PLEASE TAKE FURTHER NOTICE that, the Propco I Debtors have the financial 

wherewithal to meet all future obligations under the Contracts and the Propco I Debtors will 

provide to counterparties to any assumed unexpired leases of non-residential real property, by 

overnight delivery, and their counsel (if such counsel has filed a notice of appearance in these 

chapter 11 cases or noticing information is provided in the applicable lease), information 

demonstrating that the Propco I Debtors have the ability to comply with the requirements of the 

Bankruptcy Code with respect to adequate assurance of future performance.

PLEASE TAKE FURTHER NOTICE that, parties seeking to object to the proposed 

assumption or assumption and assignment of any of the Contracts must file and serve a written 

objection so that such objection is filed with the Court and is actually received via first class mail, 

email, ECF, or fax no later than 21 days after the date that the Propco I Debtors served this Notice 

by the following parties: (a) Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 

10022, Attn: Joshua A. Sussberg, P.C., and Kirkland & Ellis LLP, 300 North LaSalle Street, 

Chicago, Illinois 60654, Attn: Chad Husnick, P.C. and Emily Geier, and Kutak Rock LLP, 901 

East Byrd Street, Suite 1000, Richmond, Virginia 23218, Attn: Michael A. Condyles, Peter J. 

Barrett, and Jeremy S. Williams, co-counsel to the Propco I Debtors; (b) Benesch, Friedlander, 

Copland & Aronoff LLP, 200 Public Square, Suite 2300, Cleveland, Ohio 44114, Attn: Jared E. 

Oakes, special real estate counsel to the Propco I Debtors; (c) the Office of the United States 

Trustee for the Eastern District of Virginia, Attn: Robert B. Van Arsdale and Lynn A. Kohen; and 

(d) Jones Day, 51 Louisiana Avenue N.W., Washington, D.C. 20001, Attn: Dan T. Moss, Esq. 

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and J. Ryan Sims, Esq., counsel to the Official Committee of Unsecured Creditors. Only those 

responses that are timely filed, served, and received will be considered at the hearing.

PLEASE TAKE FURTHER NOTICE that, absent an objection being timely filed, the

assumption or assumption and assignment of each Contract shall become effective on the 

Assumption Date set forth in Exhibit 2, or such other date as the Propco I Debtors and the 

counterparty or counterparties to such Contract(s) agree.3

PLEASE TAKE FURTHER NOTICE that, if an objection to the assumption or 

assumption and assignment of any Contract(s) is timely filed and not withdrawn or resolved, the 

Propco I Debtors shall file a notice for a hearing to consider the objection for such Contract(s) on 

not less than 14 days’ notice to the applicable Contract counterparty. If such objection is overruled 

or withdrawn, such Contract(s) shall be assumed or assumed and assigned as of the Assumption 

Date set forth in Exhibit 2 or such other date as the Propco I Debtors and the counterparty or 

counterparties to such Contract agree, or such other date as the Court may so order.

[Remainder of page intentionally left blank]

 

3

An objection to the assumption of any particular Contract listed in this Assumption Notice shall not constitute an 

objection to the assumption of any other contract listed in this Assumption Notice. Any objection to the 

assumption of any particular Contract listed in this Assumption Notice must state with specificity the Contract to 

which it is directed. For each particular Contract whose assumption is not timely or properly objected to, such 

assumption will be effective in accordance with this Assumption Notice and the Procedures Order.

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Richmond, Virginia

Dated: October 16, 2018

/s/ Jeremy S. Williams

KUTAK ROCK LLP KIRKLAND & ELLIS LLP

Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP

Peter J. Barrett (VA 46179) Edward O. Sassower, P.C.

Jeremy S. Williams (VA 77469) Joshua A. Sussberg, P.C. (admitted pro hac vice)

901 East Byrd Street, Suite 1000 601 Lexington Avenue

Richmond, Virginia 23219-4071 New York, New York 10022

Telephone: (804) 644-1700 Telephone: (212) 446-4800

Facsimile: (804) 783-6192 Facsimile: (212) 446-4900

Email: Michael.Condyles@KutakRock.com Email: edward.sassower@kirkland.com

Peter.Barrett@KutakRock.com joshua.sussberg@kirkland.com

Jeremy.Williams@KutakRock.com

-andCo-Counsel to the Propco I Debtors

and Debtors in Possession James H.M. Sprayregen, P.C.

Anup Sathy, P.C. 

Chad J. Husnick, P.C. (admitted pro hac vice)

Emily E. Geier (admitted pro hac vice)

300 North LaSalle

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Email: james.sprayregen@kirkland.com

 anup.sathy@kirkland.com

chad.husnick@kirkland.com

emily.geier@kirkland.com

Co-Counsel to the Propco I Debtors

and Debtors in Possession

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Exhibit 1

Procedures Order

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Edward O. Sassower, P.C. James H.M. Sprayregen, P.C.

Joshua A. Sussberg, P.C. (admitted pro hac vice) Anup Sathy, P.C.

KIRKLAND & ELLIS LLP Chad J. Husnick, P.C. (admitted pro hac vice)

KIRKLAND & ELLIS INTERNATIONAL LLP Emily E. Geier (admitted pro hac vice)

601 Lexington Avenue KIRKLAND & ELLIS LLP

New York, New York 10022 KIRKLAND & ELLIS INTERNATIONAL LLP

Telephone: (212) 446-4800 300 North LaSalle

Facsimile: (212) 446-4900 Chicago, Illinois 60654

Telephone: (312) 862-2000

-and- Facsimile: (312) 862-2200

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Co-Counsel to the Propco I Debtors and Debtors in 

Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

TOYS “R” US PROPERTY COMPANY I, LLC, et al.1

) Case No. 18-31429 (KLP)

)

Debtors. ) (Jointly Administered)

)

ORDER (I) AUTHORIZING AND 

APPROVING PROCEDURES TO REJECT 

OR ASSUME EXECUTORY CONTRACTS AND 

UNEXPIRED LEASES AND (II) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2of the above-captioned debtors and debtors in possession 

 

1 The Propco I Debtors in these chapter 11 cases, along with the last four digits of each PropCo I Debtor’s federal 

tax identification number, are set forth in the Final Order (I) Directing Joint Administration of the Propco I 

Debtors’ Chapter 11 Cases and (II) Granting Related Relief [Docket No. 94]. The location of the Propco I 

Debtors’ service address is One Geoffrey Way, Wayne, NJ 07470.

2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

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(collectively, the “Propco I Debtors”) for entry of an order (this “Order”), (a) authorizing and 

approving procedures for rejecting or assuming executory contracts and unexpired leases, and 

(b) granting related relief, all as more fully set forth in the Motion; and upon the First Day 

Declarations; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 

and 1334 and the Standing Order of Reference from the United States District Court for the 

Eastern District of Virginia, dated July 10, 1984; and this Court having found that it may enter 

a final order consistent with Article III of the United States Constitution; and this Court having 

found that venue of this proceeding and the Motion in this district is proper pursuant to 28 

U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the Motion 

is in the best interests of the Propco I Debtors’ estates, their creditors, and other parties in 

interest; and this Court having found that the Propco I Debtors’ notice of the Motion and 

opportunity for a hearing on the Motion were appropriate under the circumstances and that no 

other notice need be provided; and this Court having reviewed the Motion and having heard

the statements in support of the relief requested therein at a hearing before this Court 

(the “Hearing”); and this Court having determined that the legal and factual bases set forth in 

the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of 

the proceedings had before this Court; and after due deliberation and sufficient cause appearing 

therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted as set forth in this Order.

2. The following procedures (the “Rejection Procedures”) are approved in connection 

with rejecting Contracts:

a. Rejection Notice. The Propco I Debtors shall file a notice in the form 

attached hereto as Exhibit 1 (the “Rejection Notice”) to reject a Contract or 

Contracts pursuant to section 365 of the Bankruptcy Code, which Rejection 

Notice shall set forth, among other things: (i) the Contract or Contracts to 

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be rejected; (ii) the names and addresses of the counterparties to such 

Contracts; (iii) the effective date of the rejection for each such Contract as 

determined by the Propco I Debtors in the exercise of their business 

judgment or as agreed to by the counterparties to such Contract 

(the “Rejection Date”); (iv) if any such Contract is a lease, the personal 

property to be abandoned, if any, and if practicable an estimate of the book 

value of such property (the “Abandoned Property”); and (v) the deadlines 

and procedures for filing objections to the Rejection Notice (as set forth 

below). The Rejection Notice may list multiple Contracts; provided that the

number of counterparties to Contracts listed on the Rejection Notice shall 

be limited to no more than 100.

b. Service of Rejection Notice. The Propco I Debtors will cause the Rejection 

Notice to be served (i) by overnight delivery service upon the Contract 

counterparties affected by the Rejection Notice at the notice address 

provided in the applicable Contract (and their counsel, if known, or if 

counsel has made an appearance in these chapter 11 cases) and all parties 

who may have any interest in any Abandoned Property, and (ii) by first class 

mail, email, or fax upon: (a) the Office of the United States Trustee for the 

Eastern District of Virginia, Attn: Robert B. Van Arsdale and Lynn A. 

Kohen; (b) Jones Day, 51 Louisiana Avenue N.W., Washington, D.C. 

20001, Attn: Dan T. Moss, Esq. and J. Ryan Sims, Esq., counsel to the 

Official Committee of Unsecured Creditors; (c) the prepetition 

administrative agent for the PropCo I Unsecured Term Loan Facility and 

the advisors and counsel thereto;(d) the United States Attorney’s Office for 

the Eastern District of Virginia; (e) the office of the attorneys general for 

the states in which the Propco I Debtors operate; (f) the Internal Revenue 

Service; (s) the United States Securities and Exchange Commission; and 

(g) any party that has requested notice pursuant to Bankruptcy Rule 2002 

(collectively, the “Service Parties”).

c. Objection Procedures. Parties objecting to a proposed rejection must file 

and serve a written objection so that such objection is filed with the Court 

and actually received by the following parties (collectively, the “Objection 

Service Parties”) no later than 21 days after the date the Propco I Debtors 

file and serve the applicable Rejection Notice (the “Rejection Objection 

Deadline”): (a) Kirkland & Ellis LLP, 601 Lexington Avenue, New York, 

New York 10022, Attn: Joshua A. Sussberg, P.C., and Kirkland & Ellis 

LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn: Chad 

Husnick, P.C. and Emily Geier, and Kutak Rock LLP, 901 East Byrd Street, 

Suite 1000, Richmond, Virginia 23218, Attn: Michael A. Condyles, Peter 

J. Barrett, and Jeremy S. Williams, co-counsel to the Propco I Debtors; (b) 

the Office of the United States Trustee for the Eastern District of Virginia, 

Attn: Robert B. Van Arsdale and Lynn A. Kohen; and (c) Jones Day, 51 

Louisiana Avenue N.W., Washington, D.C. 20001, Attn: Dan T. Moss, 

Esq. and J. Ryan Sims, Esq., counsel to the Official Committee of 

Unsecured Creditors.

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d. No Objection. If no objection to the rejection of any Contract is timely 

filed, each Contract listed in the applicable Rejection Notice shall be 

rejected as of the applicable Rejection Date set forth in the Rejection Notice 

or such other date as the Propco I Debtors and the counterparty or 

counterparties to such Contract(s) agree; provided, however, that unless 

otherwise mutually agreed by the Propco I Debtors and the applicable 

Contract counterparty or counterparties, the Rejection Date for a rejection 

of an unexpired lease of nonresidential real property shall not occur until 

the later of (i) the Rejection Date set forth in the Rejection Notice, (ii) the 

date the Propco I Debtors relinquish control of the premises by notifying 

the affected landlord in writing of the Propco I Debtors’ surrender of the 

premises and (A) turning over keys, key codes, and security codes, if any, 

to the affected landlord or (B) notifying the affected landlord in writing that 

the keys, keys codes, and security codes, if any, are not available, but the 

landlord may rekey the leased premises, and (iii) the Rejection Objection 

Deadline; provided, further that the Rejection Date for a rejection of an 

unexpired lease of nonresidential real property shall not occur earlier than 

the date the Propco I Debtors filed and served the applicable Rejection 

Notice, unless otherwise mutually agreed by the Propco I Debtors and the 

applicable Contract counterparty or counterparties.

e. Unresolved Objections. If an objection to the rejection of any Contract(s) 

Listed in the applicable Rejection Notice is timely filed and not withdrawn 

or resolved, the Propco I Debtors shall file a notice for a hearing to be held 

on not less than 14 days’ notice to the applicable Contract counterparty 

and/or objecting party to consider the objection for the Contract(s) to which 

such objection relates. If such objection is overruled or withdrawn, such 

Contract(s) shall be rejected as of the later of (a) (i) the Rejection Date set 

forth in the Rejection Notice, (ii) if applicable the date the Propco I Debtors 

relinquish control of the premises by notifying the affected landlord in 

writing of the Propco I Debtors’ surrender of the premises and (A) turning 

over keys, key codes, and security codes, if any, to the affected landlord or 

(B) notifying the affected landlord in writing that the keys, key codes, and 

security codes, if any, are not available, but the landlord may rekey the 

leased premises, and (iii) the Rejection Objection Deadline, (b) such other 

date as the Propco I Debtors and the counterparty or counterparties to such 

Contract(s) agree, or (c) such other date as the Court may so order.

f. Abandoned Property. The Propco I Debtors are authorized, but not 

directed, at any time on or before the applicable Rejection Date, to remove 

or abandon any of the Propco I Debtors’ personal property that may be 

located on the Propco I Debtors’ leased premises that are subject to a 

rejected Contract. The Propco I Debtors shall generally describe the 

abandoned personal property in the Rejection Notice. Absent a timely 

objection, the property will be deemed abandoned pursuant to section 554 

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of the Bankruptcy Code, as is, effective as of the Rejection Date.3 For the 

avoidance of doubt, any and all property located on the Propco I Debtors’ 

leased premises on the Rejection Date of the applicable lease of

nonresidential real property shall be deemed abandoned pursuant to section 

554 of the Bankruptcy Code, as is, effective as of the Rejection Date. 

Landlords may, in their sole discretion and without further notice or order 

of this Court, utilize and/or dispose of such property without notice or 

liability to the Propco I Debtors or third parties and, to the extent applicable, 

the automatic stay is modified to allow such disposition.

g. Rejection Damages. Claims arising out of the rejection of Contracts, if any, 

must be filed with the Propco I Debtors’ notice and claims agent on or 

before the later of (i) the deadline for filing proofs of claim established in 

these chapter 11 cases, if any, and (ii) 30 days after the latest of (A) the 

Rejection Objection Deadline, if no objection is filed, (B) the date that all 

such filed objections have either been overruled or withdrawn, or (C) the 

Rejection Date. If no proof of claim is timely filed, such claimant shall be 

forever barred from asserting a claim for damages arising from the rejection 

and from participating in any distributions on such a claim that may be made 

in connection with these chapter 11 cases.

3. The following procedures (the “Assumption Procedures”) are approved in 

connection with assuming or assuming and assigning Contracts; provided, however, that the 

Assumption Procedures shall not apply with respect to any assignment of any unexpired 

nonresidential real property leases, notwithstanding anything to the contrary in the Motion or this 

Order; provided further that, notwithstanding anything herein to the contrary, the assumption of 

any lease of unexpired nonresidential real property shall be without prejudice to the landlord’s 

right to assert a claim for any accrued but unbilled or not due rent and charges under such lease of 

nonresidential real property including adjustments, reconciliations, and indemnity obligations, the 

liability for which shall be assumed by the Propco I Debtors (subject to the Propco I Debtors’ right 

to object to the validity or amount of such claim):

 

3

If the Rejection Date specified in the Rejection Notice with respect to any Contract that is a lease of nonresidential 

real property predates the removal of any property not otherwise generally described in the Rejection Notice, the 

Rejection Date will not become effective until such date the property is removed from the leased premises.

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a. Assumption Notice. The Propco I Debtors shall file a notice in the form 

attached hereto as Exhibit 2 (the “Assumption Notice”) to assume or 

assume and assign a Contract or Contracts pursuant to section 365 of the 

Bankruptcy Code, which shall set forth, among other things: (i) the Contract 

or Contracts to be assumed or assumed and assigned; (ii) the names and 

addresses of the counterparties to such Contracts; (iii) the identity of the 

proposed assignee of such Contracts (the “Assignee”), if applicable; (iv) the 

effective date of the assumption or assumption and assignment for each such 

Contract (the “Assumption Date”); (v) the proposed cure amount, if any for 

each such Contract; (vi) a description of any material amendments to the 

Contract agreed to by the Propco I Debtors and the applicable Contract 

counterparty made outside of the ordinary course of business; and (vii) the 

deadlines and procedures for filing objections to the Assumption Notice (as 

set forth below). The Assumption Notice may list multiple Contracts; 

provided that the number of counterparties to Contracts listed on the 

Assumption Notice shall be limited to no more than 100.

b. Service of Assumption Notice and Evidence of Adequate Assurance. The 

Propco I Debtors will cause the Assumption Notice to be served (i) by 

overnight delivery service upon the Contract counterparties affected by the 

Assumption Notice at the address set forth in the notice provision of the 

applicable Contract (and their counsel, if known or if counsel has made an 

appearance in these chapter 11 cases) and (ii) by first class mail, email, or 

fax upon the Service Parties. Together with the Assumption Notice, the 

Propco I Debtors will provide to counterparties to any assumed unexpired 

leases of non-residential real property by overnight delivery and their 

counsel (if such counsel has filed a notice of appearance in these chapter 11 

cases or noticing information is provided in the applicable lease) with 

information demonstrating that the Propco I Debtors have the ability to 

comply with the requirements of Bankruptcy Code with respect to adequate 

assurance of future performance.

c. Objection Procedures. Parties objecting to a proposed assumption or 

assumption and assignment, as applicable, must file and serve a written 

objection so that such objection is filed with the Court and actually received

via first class mail, email, ECF, or fax by the Objection Service Parties no 

later than 21 days after the date the Propco I Debtors serve the relevant 

Assumption Notice (the “Assumption Objection Deadline”). The rights of 

counterparties to unexpired leases of non-residential real property on any 

grounds are reserved in all respects.

d. No Objection. If no objection to the assumption or assumption and 

assignment of any Contract is timely filed, each Contract shall be assumed 

or assumed and assigned as of the Assumption Date set forth in the 

applicable Assumption Notice or such other date as the Propco I Debtors 

and the counterparty or counterparties to such Contract(s) agree and the 

proposed cure amount shall be binding on all counterparties to such 

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Contract and no amount in excess thereof shall be paid for cure purposes; 

provided, however that the Assumption Date for a lease of nonresidential 

real property shall not occur earlier than the date the Propco I Debtors filed 

and served the applicable Assumption Notice; provided that the Propco I 

Debtors shall pay the undisputed cure amount within 30 days of expiration 

of the Assumption Objection Deadline.

e. Unresolved Objections. If an objection to the assumption of any 

Contract(s) is timely filed and not withdrawn or resolved, the Propco I 

Debtors shall file a notice for a hearing to be held on not less than 14 days’ 

notice to the applicable Contract counterparty to consider the objection for 

the Contract(s) to which such objection relates. The Propco I Debtors may 

adjourn the hearing to a later date from time to time upon filing an amended 

notice of hearing. If such objection is overruled or withdrawn, such 

Contract(s) shall be assumed or assumed and assigned as of the Assumption 

Date set forth in the Assumption Notice, such other date as the Propco I 

Debtors and the counterparty or counterparties to such Contract(s) agree, or 

such other date as the Court may so order.

4. Notwithstanding any other provision of this Order, any Contract between multiple 

Propco I Debtors or between a PropCo I Debtor and an affiliate of any PropCo I Debtor will not 

be subject to the Assumption Procedures and the Rejection Procedures (together, the “Contract 

Procedures”) set forth in this Order. Any motion to assume or reject a Contract between multiple 

Propco I Debtors or between a PropCo I Debtor and an affiliate of any PropCo I Debtor will be 

filed separately from any Assumption Notice or Rejection Notice in accordance with applicable 

rules

5. With regard to Contracts to be assigned, other than with respect to unexpired leases 

of nonresidential real property, pursuant to section 363(f) of the Bankruptcy Code, the assignment 

of any Contract shall: (a) be free and clear of (i) all liens (and any liens shall attach to the proceeds 

in the same order and priority subject to all existing defenses, claims, setoffs, and rights) and (ii) 

any and all claims (as that term is defined in section 101(5) of the Bankruptcy Code), obligations, 

demands, guarantees of or by the Propco I Debtors, debts, rights, contractual commitments, 

restrictions, interests, and matters of any kind and nature, whether arising prior to or subsequent 

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to the commencement of these chapter 11 cases, and whether imposed by agreement, 

understanding, law, equity, or otherwise (including, without limitation, claims, and encumbrances 

that purport to give to any party a right or option to effect any forfeiture, modification, or 

termination of the interest of any Debtor or Assignee, as the case may be, in the Contract(s) (but 

only in connection with the assignment by the Debtor to the Assignee)), and (b) constitutes a legal, 

valid, and effective transfer of such Contract(s) and vests the applicable Assignee with all rights, 

titles, and interests to the applicable Contract(s). For the avoidance of doubt, all provisions of the 

applicable assigned Contract, including any provision limiting assignment, shall be binding on the 

applicable Assignee.

6. Subject to the other provisions of this Order (including the aforementioned 

Assumption Procedures), and other than with respect to unexpired leases of nonresidential real 

property, the Propco I Debtors are hereby authorized in accordance with sections 365(b) and (f) of 

the Bankruptcy Code to (a) assume and assign to any Assignees any applicable Contract with any 

applicable Assignee being responsible only for the post-assignment liabilities or defaults under the 

applicable Contract except as otherwise provided for in this Order and (b) execute and deliver to 

any applicable Assignee such assignment documents as may be reasonably necessary to sell, 

assign, and transfer any such Contract; provided, however that any such assignment constitutes a 

legal, valid, and effective transfer of such Contract(s) and vests the applicable Assignee with all 

rights, titles, and interests to the applicable Contract(s).4

7. The Propco I Debtors’ right to assert that any provisions in the Contract that 

expressly or effectively restrict, prohibit, condition, or limit the assignment of or the effectiveness 

 

4 Certain of the Contracts may contain provisions that restrict, prohibit, condition, or limit the assumption and/or 

assignment of such Contract. The Propco I Debtors reserve the right to argue that such clauses are unenforceable 

anti-assignment or ipso facto clauses under section 365 of the Bankruptcy Code.

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of such Contract to an Assignee are unenforceable anti-assignment or ipso facto clauses is fully 

reserved.

8. Approval of the Contract Procedures and this Order does not prevent the Propco I 

Debtors from seeking to reject or assume a Contract by separate motion.

9. The Propco I Debtors and landlords to unexpired nonresidential real property leases 

are authorized to, after consultation with the Committee on a professionals’ eyes only basis, enter 

into agreements (“Side Letters”) between themselves modifying the Contract Procedures without 

further order of the Court and such Side Letters shall be binding among the Propco I Debtors and 

any such landlords; provided, however, that the Propco I Debtors shall provide counsel to the 

Official Committee of Unsecured Creditors on a professionals’ eyes only basis with copies of such 

Side Letters as soon as reasonably practicable after execution; and provided further that no Side 

Letter shall alter the requirement in this Order that liens on assigned Contracts shall attach to the 

proceeds of any assigned Contract in the same order and priority, and no Side Letter shall limit 

notices to parties in interest otherwise required under the Contract Procedures. Except as set forth 

in this paragraph, in the event of any conflict between the Contract Procedures and any Side Letter, 

the terms of such Side Letter shall control. 

10. The 14-day stay required of any assignment of any Contract pursuant to Bankruptcy 

Rule 6006(d) is hereby waived.

11. The rights of counterparties to leases of nonresidential real property to assert a 

claim against the Propco I Debtors’ estates for the costs associated with such abandonment are 

fully preserved, and the rights of the Propco I Debtors in connection therewith are fully preserved.

12. The Propco I Debtors shall consult with counsel to the Official Committee of 

Unsecured Creditors with respect to any such consideration received for an assignment of a 

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10

Contract under the Assumption Procedures, and shall provide such information on a professionals’ 

eyes only basis.

13. All rights and defenses of the Propco I Debtors are preserved, including all rights 

and defenses of the Propco I Debtors with respect to a claim for damages arising as a result of a 

Contract rejection. In addition, nothing in this Order or the Motion shall limit the Propco I 

Debtors’ ability to subsequently assert that any particular Contract is expired or terminated and is 

no longer an executory contract or unexpired lease, respectively.

14. Notice of the Motion as provided therein shall be deemed good and sufficient notice 

of such Motion and the requirements of Bankruptcy Rule 6004(a) are satisfied by such notice.

15. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order 

are immediately effective and enforceable upon its entry.

16. The Propco I Debtors are authorized to take all actions necessary to effectuate the 

relief granted in this Order in accordance with the Motion.

17. This Court retains exclusive jurisdiction with respect to all matters arising from or 

related to the implementation, interpretation, and enforcement of this Order.

Dated: __________

Richmond, Virginia THE HONORABLE KEITH L. PHILLIPS

UNITED STATES BANKRUPTCY JUDGE

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WE ASK FOR THIS:

/s/ Jeremy S. Williams 

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

- and -

Edward O. Sassower, P.C.

Joshua A. Sussberg, P.C. (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

- and -

James H.M. Sprayregen, P.C.

Anup Sathy, P.C. 

Chad J. Husnick, P.C. (admitted pro hac vice)

Emily E. Geier (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North LaSalle

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Co-Counsel to the Propco I Debtors and Debtors in Possession

CERTIFICATION OF ENDORSEMENT 

UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been 

endorsed by or served upon all necessary parties.

 /s/ Jeremy S. Williams

 

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Exhibit 2

Assumed Contracts

Counterparty Debtor Counterparty Description of Contract1 Cure 

Amount

Assumption 

Date

Vestar Best in the West Property LLC

2425 East Camelback Road 

Suite 750

Attn: President

Phoenix, AZ 85016

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 5674

2150 North Rainbow Blvd. 

Las Vegas, NV

$0 10/16/2018

EEC Park Place Cerritos, LLC

c/o Edward Chen

3019 Andaluccia Drive

West Covina, CA 91791

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 5678

11540 South St.

Cerritos, CA

$2,000 10/16/2018

Tamarack Village Shopping Center,

A Limited Partnership

c/o Doran Management, LLC

7803 Glenroy Road, Suite 200 

Bloomington, MN 55439

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 6551

8236 Tamarack Village 

Woodbury, MN

$0 10/16/2018

IVT Price Plaza Katy, LLC

c/o InvenTrust Property Management, 

LLC

3025 Highland Parkway, Suite 350

Attn: Property Manager

Downers Grove, IL 60515

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 9546

20280 Katy Freeway

Katy, TX

$172,000 10/16/2018

Viking Partners Overland Pointe 

Marketplace, LLC

Accounts Receivable

c/o Phillips Edison & Company, Ltd.

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 9556

8500 W. 135th St.

Overland Park, KS

$31,000 10/16/2018

 

1

The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory nature of the Contract, or as to the existence or 

validity of any claims held by the counterparty or counterparties to such Contract.

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7

Counterparty Debtor Counterparty Description of Contract1 Cure 

Amount

Assumption 

Date

11501 Northlake Drive

Cincinnati, OH 45242

El Dorado MP #1 LP

Attn Andy Weiner

1445 North Loop West #625

Houston, TX 77008

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 9588

18182 Gulf Freeway 

Friendswood, TX

$16,000 10/16/2018

David Chee

c/o Law Office of Peter Ronay

E. Colorado Professional Building

2234 E. Colorado Boulevard

Pasadena, CA 91107

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 5658

2600 Rockwood Ave. 

Calexico, CA

$0 10/16/2018

Goodrich Cicero L.L.C.

560 Sylvan Avenue, Suite 2100

Attn: Tim Gorman, Property Manager

Englewood Cliffs, NJ 07632

TRU 2005 RE I, LLC - Propco I Store Lease (Lease); 

Store No. 6004

8148 S. Cicero Ave.

Burbank, IL

$37,000 10/16/2018

Diajeff LLC and Alisan LLC

c/o Kin Properties, Inc.

185 NW Spanish River Boulevard

Suite 100

Boca Raton, FL 33431

TRU 2005 RE I, LLC - Propco I Store Lease (Lease); 

Store No. 6319

599 W. Mt. Pleasant Ave. 

Livingston, NJ

$0 10/16/2018

Pine Tree Properties

C/O TG Associates

25 Scotch Road

Ewing, NJ 08628

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 6360

3265 Brunswick Pike 

Lawrence Twp., NJ

$0 10/16/2018

BRE DDR Shoppers World LLC

C/O DDR Corp.

3300 Enterprise Parkway

Attn: Executive Vice President -

Leasing

Beachwood, OH 44122

MAP Real Estate, LLC - Propco I Store Lease (Ground Lease); 

Store No. 7505

1 Worcester Rd., Unit 501 

Framingham, MA

$0 10/16/2018

18601 Alderwood Mall Pky LLC

C/O Huntington Holdings, Inc.

9595 Wilshire Blvd., Suite 411

TRU 2005 RE I, LLC - Propco I Store Lease (Lease); 

Store No. 8003

$0 10/16/2018

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8

Counterparty Debtor Counterparty Description of Contract1 Cure 

Amount

Assumption 

Date

Beverly Hills, CA 90210 18601 Alderwood Mall Pkwy. 

Lynnwood, WA

Columbia Mall Partnership

7620 Market Street

P.O. Box 3287

Youngstown, OH 44513-3287

TRU 2005 RE I, LLC - Propco I Store Lease (Lease); 

Store No. 8019

821 Columbia Center 

Kennewick, WA

$0 10/16/2018

Ashment Shopping Center

c/o Woodbury Corporation

2733 E. Parleys Way, Suite 300

Salt Lake City, UT 84109-1662

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 8021

2395 East 17th St.

Idaho Falls, ID

$59,000 10/16/2018

The Cafaro NW Partnership

P.O. Box 2186

Attn: Legal Department

2445 Belmont Avenue

Youngstown, OH 44504

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 8023

3551-9th Street SW 

Puyallup, WA

$0 10/16/2018

G.P. Development Corp.

C/O Schnader Harrison Segal & Lewis 

LLP

1600 Market Street, Suite 3600

Attn: Allan B. Schneirov

Philadelphia, PA 19103

MAP Real Estate, LLC - Propco I Store Lease (Ground Lease); 

Store No. 8309

2703-2817 S 3rd St. 

Philadelphia, PA

$0 10/16/2018

Raintree Realty LLC

100 Shoreline Highway B-395

Mill Valley, CA 94941

TRU 2005 RE I, LLC - Propco I Store Lease (Lease); 

Store No. 5632

11136 Jefferson Blvd. 

Culver City, CA

$0 10/16/2018

SBAF Running Fox, Inc.

C/O Heitman Capital Management Inc.

191 N. Wacker Drive

Suite 2500

Chicago, IL 60606

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 7514

85 Gosling Rd. 

Newington, NH

$2,000 10/16/2018

Taft Corners Associates

C/O J L Davis Inc.

2 Church Street

TRU 2005 RE I, LLC - Propco I Store Lease (Lease); 

Store No. 7537

244 Retail Way

$0 10/16/2018

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Counterparty Debtor Counterparty Description of Contract1 Cure 

Amount

Assumption 

Date

Burlington, VT 05401 Williston, VT

Kir Maple Grove L.P.

C/O Kimco Realty Corporation

3333 New Hyde Park Road

Po Box 5020

New Hyde Park, NY 11042-0020

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 9576

12750 Elm Creek Blvd. North 

Maple Grove, MN

$68,000 10/16/2018

Kingstowne Parcel O L.P.

2900 Linden Lane

Suite 300

Silver Spring, MD 20910

TRU 2005 RE I, LLC - Propco I Store Lease (Ground Lease); 

Store No. 8356

6001 Kingstowne Village 

Pkwy. Alexandria, VA

$0 10/16/2018

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