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COOLEY LLP 

Cullen D. Speckhart (VSB 79096) 

Olya Antle (VSB 83153) 

1299 Pennsylvania Avenue, NW, Suite 700 

Washington, DC 20004-2400 

Telephone: (202) 842-7800 

Facsimile: (202) 842-7899 

Counsel to the Plan Administrator

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

RETAIL GROUP, INC., et al.,

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 ) Case No. 20-33113 (KRH) 

 ) 

 Reorganized Debtors. ) (Jointly Administered) 

 ) 

STIPULATION AND AGREED ORDER BY AND 

BETWEEN THE PLAN ADMINISTRATOR AND 

CBL & ASSOCIATES MANAGEMENT, INC. WITH 

RESPECT TO CERTAIN ADMINISTRATIVE CLAIMS 

This stipulation and order (the “Stipulation”) is entered into by and between Jackson 

Square Advisors LLC, in its capacity as the Plan Administrator of the above-captioned reorganized 

debtors and debtors-in-possession (collectively, the “Debtors”), and CBL & Associates 

Management, Inc. (“CBL,” and together with the Plan Administrator, the “Parties”). 

WHEREAS, on July 23, 2020 (the “Petition Date”), the Debtors filed voluntary petitions 

for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy 

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 A complete list of each of the Reorganized Debtors in these chapter 11 cases may be obtained on the website of 

the Reorganized Debtors’ claims and noticing agent at http://cases.primeclerk.com/ascena. The location of 

Debtor Mahwah Bergen Retail Group, Inc.’s principal place of business and the Reorganized Debtors’ service 

address in these chapter 11 cases is 933 MacArthur Boulevard, Mahwah, New Jersey 07430. 

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Court for the Eastern District of Virginia, Richmond Division (the “Bankruptcy Court”). These 

Chapter 11 cases were jointly administered pursuant to Bankruptcy Rule 1015(b); 

WHEREAS, the Bankruptcy Court has jurisdiction over this matter pursuant to 28 U.S.C. 

§ 1334, this matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2), and venue 

is proper pursuant to 28 U.S.C. §§ 1408 and 1409; 

WHEREAS, on February 25, 2021, the Bankruptcy Court entered the order [Docket No. 

1811] (the “Confirmation Order”) confirming the Amended Joint Chapter 11 Plan (Technical 

Modifications) of Mahwah Bergen Retail Group, Inc. (f/k/a Ascena Retail Group, Inc.) and Its 

Debtor Affiliates (the “Plan”) [Docket No. 1794]; 

WHEREAS, on March 5, 2021, the Debtors filed a Notice of Occurrence of the Plan 

Effective Date [Docket No. 1845]; 

WHEREAS, upon occurrence of the Effective Date, the Plan Administrator was appointed 

as the sole representative of the Debtors and is charged with, inter alia, the sole authority and duty 

to: (i) file and prosecute objections to all Claims, including Administrative Claims, priority claims, 

and secured claims, other than General Unsecured Claims; and (ii) settle, compromise, withdraw, 

litigate to judgment, or otherwise resolve objections to any and all Claims (other than General 

Unsecured Claims) [Plan Supplement, Docket No. 1790, Ex. H at 2–3]; 

WHEREAS, upon the occurrence of the Effective Date, the GUC Trust was created and 

charged with authority to affect all actions necessary to reconcile and resolve the General 

Unsecured Claims [Plan Supplement, Docket No. 1790, Ex. I at 5]; 

WHEREAS, CBL timely filed the proofs of claim reflected below in Table 1 asserting, 

inter alia, administrative priority claims against certain of the Debtors in the aggregate claimed 

amount of $188,474.59 (collectively, the “CBL Admin Claims”): 

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TABLE 1 

Location Claim 

No. 

Omnibus 

Claim 

Objection 

Asserted 

Admin Claim 

Amount 

Alamance Crossing Mall 3686 9th $3,112.95 

Oak Park Mall 3940 9th $27,801.32 

Arbor Place Mall 3665 14th $8,089.10 

Cherry Vale Mall 3565 14th $7,536.00 

Coastal Grand Mall 3729 14th $15,287.91 

Cool Springs Mall 3439 14th $6,070.66 

Cross Creek Mall 3755 14th $11,775.30 

Frontier Mall 3747 14th $1,878.20 

Greenbrier Mall 3249 14th $9,688.73 

Hanes Mall 3741 14th $9,778.75 

Jefferson Mall 3764 14th $6,646.03 

Monroeville Mall 3937 14th $7,407.23 

Park Plaza Mall 4062 14th $19,554.75 

Parkdale Mall 3778 14th $6,938.90 

Parkway Place Mall 3771 14th $14,311.19 

Sunrise Mall 3982 14th $4,978.71 

Valley View Mall 3970 14th $11,518.83 

Westgate Mall 3890 14th $4,254.81 

Eastgate Mall 3727 14th $1,512.17 

Hamilton Place Mall 3541 14th $5,172.91 

Turtle Creek Mall 3969 14th $5,160.14 

Total: $188,474.59 

WHEREAS, on December 18, 2020, the Debtors filed the Ninth Omnibus Objection to 

Claims [Docket No. 1364] (the “Ninth Omnibus Claims Objection”) objecting to, inter alia, the 

administrative portion of Claim Nos. 3940 and 3686 filed by CBL; 

WHEREAS, on January 14, 2021, the Debtors filed the Fourteenth Omnibus Objection to 

Claims [Docket No. 1477] (the “Fourteenth Omnibus Claim Objection,” and together with the 

Ninth Objection, the “Objections”)2 objecting to, inter alia, the administrative portion of Claim 

2

 Capitalized terms used but not otherwise defined have the meaning ascribed to them in the Objections. 

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Nos. 3665, 3565, 3729, 3439, 3755, 3747, 3249, 3741, 3764, 3937, 4062, 3778, 3771, 3982, 3970, 

3890, 3727, 3541, and 3969 filed by CBL; 

WHEREAS, the Parties have agreed to resolve the Objections with respect to the CBL 

Admin Claims on the terms set forth herein. 

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, AND UPON 

APPROVAL OF THIS COURT, IT IS ORDERED THAT:

1. The CBL Admin Claims have been satisfied in full. 

2. The Claims Agent is authorized and directed to modify the Claims Register in these 

Chapter 11 cases to reflect the foregoing. 

3. Nothing in this Stipulation shall affect the GUC Trust’s right to object to the 

unsecured portion of the CBL proofs of claim, as applicable, listed in Table 1 and nothing in this 

stipulation shall affect CBL’s right to continue to assert the unsecured portion of CBL’s proofs of 

claim listed in Table 1. 

4. Except as otherwise provided herein, nothing in this Stipulation, nor any actions 

taken pursuant hereto, shall be deemed: (a) an admission as to the validity, priority, or amount of 

any particular claim against a Debtor entity; (b) a waiver of the Plan Administrator or any other 

party in interest’s right to dispute any particular claim on any grounds; (c) a promise or requirement 

to pay any particular claim; (d) a request or authorization to assume any agreement, contract, or 

lease pursuant to section 365 of the Bankruptcy Code; or (e) a waiver or limitation of the Plan 

Administrator or any other party in interest’s rights under the Bankruptcy Code or any other 

applicable law. 

5. Neither this Stipulation nor any actions taken pursuant hereto, shall constitute 

evidence admissible against the Parties in any action or proceeding other than one to enforce the 

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terms of this Stipulation. 

6. The terms and conditions of this Stipulation shall be immediately effective and

enforceable upon entry by the Bankruptcy Court. 

7. This Stipulation is intended by the Parties to be binding upon their successors,

agents, assigns, including bankruptcy trustees and estate representatives, and any parent, 

subsidiary, or affiliated entity of the Parties. 

8. The undersigned hereby represent and warrant that they have full authority to

execute this Stipulation on behalf of the respective Parties and that the respective Parties have full 

knowledge of, and have consented to, this Stipulation. 

9. The Parties agree that each of them, through their respective counsel, has had a full

opportunity to participate in the drafting of this Stipulation and, accordingly, any claimed 

ambiguity shall be construed neither for nor against either of the Parties. 

10. This Stipulation constitutes the entire agreement between the Parties with respect

to the subject matter hereof and supersedes any and all prior discussions, agreements, and 

understandings, both written and oral, among the Parties with respect thereto. 

11. This Stipulation shall not be modified, altered, amended or supplemented except

by a writing executed by the Parties or their authorized representatives. 

12. The Bankruptcy Court retains jurisdiction with respect to all matters arising from

or related to the implementation of this Stipulation, and the Parties hereby consent to such 

jurisdiction to resolve any disputes or controversies arising from or related to this Stipulation and 

Order 

Dated: __________

Richmond, Virginia United States Bankruptcy Judge 

/s/ Kevin R Huennekens Jun 9 2021

Entered On Docket: Jun 10 2021

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IN WITNESS WHEREOF, the Parties, by their authorized counsel, executed this 

Stipulation as of the date written below. 

Dated: June 7, 2021 /s/ Olya Antle 

Cullen D. Speckhart (VSB 79096) 

Olya Antle (VSB 83153) 

COOLEY LLP 

1299 Pennsylvania Avenue, NW, Suite 700 

Washington, DC 20004 

Telephone: (202) 842-7800 

Email: cspeckhart@cooley.com 

 oantle@cooley.com 

Counsel to the Plan Administrator 

/s/ Caleb T. Holzaepfel 

Caleb T. Holzaepfel 

Husch Blackwell LLP 

736 Georgia Ave., Suite 300 

Chattanooga, TN 37402 

Telephone: (423) 755-2654 

Email: caleb.holzaepfel@huschblackwell.com 

Counsel to CBL & Associates Management, Inc. 

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/ Olya Antle 

Olya Antle 

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