1 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF TEXAS 

FORT WORTH DIVISION

In re: 

Iced Tea with Lemon, LLC,

Debtor. 

§

§ 

§ 

§ 

§ 

Chapter 7

Case No. 24-41976 (ELM) 

In re: 

Tres Peliculas, LLC,

Debtor. 

§

§ 

§ 

§ 

§ 

Chapter 7

Case No. 24-41977 (MXM) 

In re: 

Cinco Peliculas, LLC,

Debtor. 

§

§ 

§ 

§ 

§ 

Chapter 7

Case No. 24-41978 (MXM)

In re: 

Seis Peliculas, LLC, 

Debtor. 

§

§ 

§ 

§ 

§ 

Chapter 7

Case No. 24-41979 (ELM)

In re: 

Woodbury Alamo, LLC, 

Debtor. 

§

§ 

§ 

§ 

§ 

Chapter 7

Case No. 24-41980 (ELM) 

Case 24-41976-elm7 Doc 72-5 Filed 06/25/24 Entered 06/25/24 16:24:48 Desc

Proposed Order Page 1 of 11
2 

In re: 

Dos Peliculas, LLC, 

Debtor. 

§

§ 

§ 

§ 

§ 

Chapter 7

Case No. 24-41981 (ELM) 

ORDER GRANTING TRUSTEES’ JOINT EMERGENCY MOTION FOR 

AUTHORITY TO SELL PROPERTY OF THE ESTATE FREE 

AND CLEAR OF LIENS, CLAIMS, AND ENCUMBRANCES AND PROVIDE FOR THE 

ASSUMPTION & ASSIGNMENT OF EXECUTORY CONTRACTS AND 

UNEXPIRED LEASES

Upon the Trustees’ Emergency Motion for Authority to Sell Property of the Estate Free and 

Clear of Liens, Claims, and Encumbrances (the “Motion”) filed by Roddrick Breon Newhouse, 

Chapter 7 Trustee for the bankruptcy estates of Iced Tea with Lemon, LLC, Tres Peliculas, LLC, 

Seis Peliculas, LLC, and Woodbury Alamo, LLC; Behrooz P. Vida, Chapter 7 Trustee for the 

bankruptcy estate of Cinco Peliculas, LLC; and Marilyn D. Garner, Chapter 7 Trustee for the 

bankruptcy estate of Dos Peliculas, LLC (each, a “Trustee” and collectively, the “Trustees”) for 

entry of any order authorizing or approving, among other things, (i) the sales of the assets of Iced 

Tea with Lemon, LLC; Tres Peliculas, LLC; Cinco Peliculas, LLC; Seis Peliculas, LLC; 

Woodbury Alamo, LLC; and Dos Peliculas, LLC, (each a “Debtor” and collectively, the 

“Debtors”) free and clear of all liens, claims, encumbrances, and other interests (except certain 

permitted encumbrances and/or assumed liabilities as determined by the Sellers and Alamo 

Intermediate II Holdings, LLC (together with certain of its affiliates and permitted assigns, 

“Buyer”), (ii) the Trustees to assume and assign to Buyer certain executory contracts and 

unexpired leases, and (iii) related relief; and the Trustees having identified the offer by Buyer as 

the highest and otherwise best offer for the Acquired Assets; and the Court having found that 

proper and adequate notice of the Motion and the relief requested therein has been provided under 

the circumstances, and that, except as otherwise ordered herein, no other or further notice is 

necessary; and any objections (if any) to the Motion having been withdrawn or overruled on the 

merits; and a hearing on the Motion (the “Sale Hearing”) having been held to consider the relief 

requested in the Motion and to review and consider (i) the Motion and the exhibits thereto, and (ii) 

the asset purchase agreement, dated as of June 25, 2024, by and among the Trustees and Buyer, a 

Case 24-41976-elm7 Doc 72-5 Filed 06/25/24 Entered 06/25/24 16:24:48 Desc

Proposed Order Page 2 of 11
3 

copy of which is attached hereto as Exhibit 1 (together with any schedules and exhibits thereto, the 

“APA”)1 whereby the Trustees have agreed, among other things, to sell the Acquired Assets (as 

defined in the APA) to Buyer on the terms and conditions set forth in the APA (collectively, the 

“Sale”); and upon the record of the Sale Hearing, all of the proceedings had before the Court, and 

all other pleadings in these chapter 7 cases, including this Motion; and the Court having found and 

determined that the relief sought in the Motion is in the best interests of the Debtors, their estates, 

their creditors and all other parties-in-interest; and that the legal and factual bases set forth in the 

Motion establish just cause for the relief granted herein; and after due deliberation and sufficient 

cause appearing therefor, 

IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

1. The Motion is GRANTED in all respects; 

2. All objections, reservations of rights regarding, or other responses to, the Motion or 

the relief requested therein, the APA, the Sale, entry of this Order, or the relief granted herein, 

including, without limitation, any objections to Cure Costs or relating to the cure of any defaults 

under any of the Designated Contracts or the assumption and assignment of any of the Designated 

Contracts to the Buyer by the Trustees, solely as it relates to the relief granted by this Order that 

have not been adjourned, withdrawn or resolved as reflected on the record at the Sale Hearing are 

overruled in all respects on the merits with prejudice, except as otherwise set forth herein. All 

parties that failed to timely object to the Motion are deemed to have consented to the relief granted 

herein for all purposes. 

3. Notice of the Motion, the Sale Hearing, the APA, and the relief granted in this Order 

was fair, sufficient, proper and equitable under the circumstances.

4. The sale of the Acquired Assets to Buyer on the terms and conditions set forth in the 

APA is approved; 

5. The APA and the Sale, including, without limitation, all transactions contemplated 

therein or in connection therewith and all of the terms and conditions thereof, are hereby approved 

in their entirety, subject to the terms and conditions of this Order. The failure specifically to 

1

 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the APA or the Motion, as 

applicable.

Case 24-41976-elm7 Doc 72-5 Filed 06/25/24 Entered 06/25/24 16:24:48 Desc

Proposed Order Page 3 of 11
4

include or make reference to any particular provision of the APA in this Order shall not impair the 

effectiveness of such provision, it being the intent of the Court that the APA, the Sale and the 

transactions contemplated therein or in connection therewith are authorized and approved in their 

entirety.

6. The Buyer is giving substantial consideration under the APA, and as provided 

herein, for the benefit of the respective bankruptcy estates of each of the Debtors. The 

consideration provided by the Buyer for the Acquired Assets under the APA shall be deemed for 

all purposes to constitute reasonably equivalent value and fair consideration under the Bankruptcy 

Code and any other applicable law, and the sale of the Acquired Assets may not be avoided, or 

costs or damages imposed or awarded under Bankruptcy Code section 363(n) or any other 

provision of the Bankruptcy Code, the Uniform Voidable Transactions Act, the Uniform 

Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act, or any other similar federal or 

state laws.

7. The Trustees have demonstrated that their entry into the APA is supported by good, 

sufficient and sound business reasons. A sale of the Acquired Assets, including the assignment of 

the Designated Contracts, will maximize the value of the Debtors’ estates and represents a 

reasonable exercise of the Debtors’ sound business judgment. The Trustees determined that the 

APA constitutes the highest and otherwise best offer for the Acquired Assets, and pursuant to the 

terms and conditions of the APA, the Trustees have agreed to transfer to Buyer all of the 

bankruptcy estates’ right, title and interest in and to the Acquired Assets, free and clear of all liens, 

claims, encumbrances, or other interests, and, to assume and assign the Designated Contracts to 

Buyer subject to the terms and conditions of the APA and this Order, and such determination is a 

valid and sound exercise of the Trustees’ business judgment.

8. Pursuant to sections 105, 363 and 365 of the Bankruptcy Code, the Trustees are 

authorized to perform their obligations under and comply with the terms of the APA, pursuant to 

and in accordance with the terms and conditions of the APA and this Order. The Trustees and 

Buyer, as well as their affiliates, officers, employees and agents, are authorized to execute and 

deliver, and empowered to perform under, consummate and implement, the APA, together with all 

Case 24-41976-elm7 Doc 72-5 Filed 06/25/24 Entered 06/25/24 16:24:48 Desc

Proposed Order Page 4 of 11
5

additional instruments and documents that may be reasonably necessary or desirable to implement 

the APA and the Sale, and to take all further actions and execute such other documents as may be 

(a) necessary or appropriate to the performance of the obligations contemplated by the APA, and 

(b) as may be reasonably requested by Buyer to implement the APA and the Sale, in accordance 

with the terms thereof, without further order of the Court. The Buyer shall not be required to seek 

or obtain relief from the automatic stay under section 362 of the Bankruptcy Code to enforce any of 

its rights or remedies under the APA or any other Sale-related document.

9. Except as otherwise set forth in this Order, effective as of the consummation of the 

Sale at Closing, pursuant to sections 105(a), 363(b), 363(f), 365(b) and 365(f) of the Bankruptcy 

Code, the Sale of the Acquired Assets to Buyer shall (a) constitute a legal, valid and effective 

transfer of all of Debtors’ right, title and interest in and to such Acquired Assets subject to and in 

accordance with the APA, and (b) vest Buyer with all of the bankruptcy estates’ right, title and 

interest in and to such Acquired Assets free and clear of all liens, claims, encumbrances, or other 

interests, with any such valid pre-petition liens shall attach to the post-sale Cash Component to the 

same extent and priority as existed pre-petition. Allocation of the Cash Component will be subject 

to further Court approval on a separate motion by the Trustees. The provisions of this Order 

authorizing the Sale of the Acquired Assets free and clear of all liens, claims, encumbrances, or 

other interests upon the consummation of the Sale at Closing, except as otherwise expressly set 

forth in this Order, shall be self-executing, and neither the Trustees nor the Buyer shall be required 

to execute or file releases, termination statements, assignments, consents, or other instruments in 

order to effectuate, consummate, and implement the provisions of this Order. If any entity which 

has filed a financing statement, mortgage, mechanic’s lien, lis pendens, or other statement, 

document, or agreement evidencing any liens on, or in, all or any portion of the Acquired Assets 

has not delivered to the Debtors prior to the Closing Date, in proper form for filing and executed by 

the appropriate parties, termination statements, instruments of satisfaction, releases, and/or any 

other documents necessary for the purpose of documenting the release and/or termination of all 

liens which the entity has or may assert with respect to all or any portion of the Acquired Assets, 

then, upon consummation of the Sale at Closing, (a) the Trustees and the Buyer are hereby 

Case 24-41976-elm7 Doc 72-5 Filed 06/25/24 Entered 06/25/24 16:24:48 Desc

Proposed Order Page 5 of 11
6

authorized to execute and file such statements, instruments, releases, and/or other similar 

documents on behalf of such entity with respect to the Acquired Assets, and (b) the Buyer is hereby 

authorized to file, register, or otherwise record a certified copy of this Order that, once filed, 

registered, or otherwise recorded, shall constitute conclusive evidence of the release and/or 

termination of all liens of any kind or nature against or in the Acquired Assets.

10. Pursuant to sections 105(a) and 363(f) of the Bankruptcy Code, the sale and transfer 

of the Debtors’ right, title and interest in the Acquired Assets to the Buyer upon the consummation 

of the Sale at Closing pursuant to the APA are a legal, valid, and effective disposition of the 

Acquired Assets, and vest the Buyer with all right, title, and interest of the bankruptcy estates to 

and in the Acquired Assets free and clear of all liens, claims, encumbrances, or other interests. The 

conditions of section 363(f) of the Bankruptcy Code have been satisfied in full, and, upon the 

consummation of the Sale at Closing, the Trustees’ sale of the Acquired Assets shall be free and 

clear of any liens, claims, encumbrances, or other interests.

11. On the Closing Date and upon consummation of the Sale, each of the bankruptcy 

estates’ creditors is authorized to execute such documents and take all other actions as may be 

reasonably necessary to release its liens or other interests in the Acquired Assets, if any, as such 

liens may have been recorded or may otherwise exist.

12. Neither the Buyer, nor any of its successors or assigns, or any of their respective 

affiliates shall have any liability for any lien, claim, or encumbrance that arose or occurred prior to 

the Closing, or that otherwise may be asserted against the Debtors, the Debtors’ estates or is related 

to the Acquired Assets prior to the Closing. The Buyer (i) is not and shall not be deemed a 

“successor” to the Debtors or their estates; (ii) has not, de facto or otherwise, merged with or into 

the Debtors or their estates; (iii) does not have any common law or successor liability in relation to 

any employment plans; (iv) is not liable for any liability or lien against the Debtors or any of the 

Debtors’ predecessors or affiliates or the Debtors’ estates; and (v) is not an alter ego or mere 

continuation or substantial continuation of the Debtors, the enterprises of the Debtors or the 

Debtors’ estates under any theory of law or equity as a result of any action taken in connection with 

the APA, the Sale or any transactions or documents ancillary thereto or contemplated thereby or in 

Case 24-41976-elm7 Doc 72-5 Filed 06/25/24 Entered 06/25/24 16:24:48 Desc

Proposed Order Page 6 of 11
7

connection with the acquisition of the Acquired Assets. Thus, the Buyer shall have no successor, 

transferee, or vicarious liability of any kind or character, including, but not limited to, under any 

theory of foreign, federal, state, or local antitrust, environmental, successor, tax, ERISA, assignee, 

or transferee liability, labor, product liability, employment including but not limited to with respect 

to any Multiemployer Plan), de facto merger, substantial continuity, or other law, rule, or 

regulation, whether known or unknown as of the Closing Date, now existing or hereafter arising, 

whether asserted or unasserted, fixed or contingent, liquidated or unliquidated with respect to the 

Acquired Assets, the Debtors, the Debtors’ estates or any obligations of the Debtors or the Debtors’ 

estates arising prior to the Closing Date. The Buyer shall not be deemed to have expressly or 

implicitly assumed any of the Debtors’ or Debtors’ estates’ liabilities. Except as otherwise 

provided herein or in the APA, the transfer of the Acquired Assets to the Buyer pursuant to the 

APA shall not result in the Buyer or the Acquired Assets having any liability or responsibility for, 

or being required to satisfy in any manner, whether in law or in equity, whether by payment, setoff, 

or otherwise, directly or indirectly, any claim or lien against the Debtors, the Debtors’ estates, or 

against any insider of the Debtors.

13. Upon the consummation of the Sale at Closing, a certified copy of this Order may 

be filed and/or recorded with the appropriate filing agents, filing officers, administrative agencies 

or governmental departments, evidencing the release, cancellation and termination provided herein 

of any liens of record on the Acquired Assets prior to the date of this Order.

14. Upon the consummation of the Sale at Closing, this Order shall be construed and 

shall constitute for any and all purposes a full and complete general assignment, conveyance and 

transfer of the Acquired Assets to Buyer and the bankruptcy estates’ interests in the Acquired 

Assets acquired by Buyer pursuant to the terms of the APA and the Bill of Sale attached thereto.

15. Buyer is not an “insider” or “affiliate” of any of the Debtors, the Debtors’ estates or 

the Trustees as those terms are defined in section 101 of the Bankruptcy Code, and no common 

identity of incorporators, directors, managers, or controlling stockholders existed between the 

Debtors, the Debtors’ estates or the Trustees and the Buyer. The APA, and each of the transactions 

contemplated therein were negotiated, proposed and entered into by the Trustees and Buyer

Case 24-41976-elm7 Doc 72-5 Filed 06/25/24 Entered 06/25/24 16:24:48 Desc

Proposed Order Page 7 of 11
8 

without collusion or fraud, in good faith, and from arm’s-length bargaining positions, and are 

substantively and procedurally fair to all parties. 

16. Buyer is a good faith Buyer within the meaning of section 363(m) of the Bankruptcy 

Code and, as such, is entitled to, and is hereby granted, the full rights, benefits, privileges, and 

protections of section 363(m) of the Bankruptcy Code. The Sale contemplated by the APA is 

undertaken by Buyer without collusion and in good faith, as that term is defined in section 363(m) 

of the Bankruptcy Code, and accordingly, the reversal or modification on appeal of the 

authorization provided herein shall neither affect the validity of the Sale (including the assumption 

and assignment of the Designated Contracts) nor the transfer of the Acquired Assets owned by the 

Debtors to Buyer pursuant to the APA, free and clear of all liens, claims, encumbrances, and other 

interests. The Trustees and Buyer will be acting in good faith if they proceed to consummate the 

Sale at any time after entry of this Order.

17. Sale As Is, Where Is. The Acquired Assets to be sold hereunder shall be sold “as is, 

where is” without any representations or warranty of any kind, including, but not limited to, any 

warranty of fitness or warranty for a particular purpose. The Trustees do not represent or warrant 

the quantity or the existence of any of the Acquired Assets, only that, to the extent that each Debtor 

has an interest therein, it is being sold to Buyer free and clear of liens, claims and interests 

consistent, and pursuant to Bankruptcy Code section 363(f). 

18. The Trustees are authorized under 11 U.S.C. § 721 to operate the businesses of the 

Debtors, if necessary, in order to enter into an Interim Management Agreement with the Buyer 

until new liquor licenses can be obtained by the Buyer under applicable state laws of Texas and 

Minnesota. 

19. Assumption and Assignment of Executory Contracts and Unexpired Leases. The 

Designated Contracts to be assumed by Sellers and assigned to Buyer pursuant to Section 365 of 

the Bankruptcy Code are those executory contracts and unexpired leases (i) included on Exhibit A 

attached to the APA or (ii) identified by Purchaser on or before the Assumption and Rejection 

Notice Date and identified for assumption and assignment in accordance with the form Notice of 

Assumption and Assignment attached as Exhibit B to the APA unless otherwise removed by Buyer 

Case 24-41976-elm7 Doc 72-5 Filed 06/25/24 Entered 06/25/24 16:24:48 Desc

Proposed Order Page 8 of 11
9 

prior to the Closing, for any contract or lease listed on Exhibit A thereto, or removed by Buyer 

prior to the Assumption and Rejection Deadline, for any contract or lease identified with the filing 

of a completed Exhibit B thereto. Any lease so identified by Buyer shall have a cure payment of 

$0.00. Alternatively, Buyer may identify leases to be rejected provided that the landlord waives

any rejection damages and administrative claims as against the respective estate in connection with 

Buyer assuming the lease(s) outside of the applicable bankruptcy estate. 

20. Counterparties to contracts and leases identified with the filing of a completed 

Exhibit B of the APA shall have seven (7) days to object to the assumption and assignment of the 

identified contracts or the cure proposed thereby. A hearing shall be set for July 29, 2024, or such 

other date as the Court(s) may consider in close proximity to such date, to resolve any disputes, 

provided, however, that the Assumption and Rejection Deadline for any Designated Contract that is 

the subject of an objection and hearing shall be extended, for that contract or lease only, until such 

objection is disposed by order of the Court or agreement of the relevant parties. 

21. Any contract or lease that is not expressly assumed and assigned pursuant to the 

terms of the APA, shall be deemed rejected as of the date immediately before the date of the filing 

of the applicable Debtor counterparty’s bankruptcy petition. 

22. At Closing, the Franchise Agreements listed on Exhibit C of the APA shall, as of 

12:01 a.m. of the Closing Date, be deemed rejected by the Debtors pursuant to section 365(a) of the 

Bankruptcy Code and deemed terminated by Buyer, and such rejection and termination will occur 

automatically without the requirement of any further action on the part of the Sellers or Buyers to 

effect such rejection and termination.

23. The closing of the transaction contemplated in the APA (the “Closing”) shall occur 

upon the entry of this Order. 

24. In the event there is a conflict between this Order and the APA, this Order shall 

control and govern. 

25. This Order and the relief provided herein is necessary to avoid immediate and 

irreparable harm in accordance with Rule 6003 of the Federal Rules of Bankruptcy Procedure. 

Case 24-41976-elm7 Doc 72-5 Filed 06/25/24 Entered 06/25/24 16:24:48 Desc

Proposed Order Page 9 of 11
10

26. The 14-day stay of sale orders provided for in Rule 6004(h) and Rule 6006(d) of the 

Federal Rules of Bankruptcy Procedure, or any other applicable stay, is hereby waived, and this 

order shall be effective immediately upon entry. 

27. This Order and the APA shall be binding in all respects upon, (a) the Trustees, (b) 

the Debtors and the Debtors’ bankruptcy estates, (c) all creditors of, and holders of equity interests 

in, the Debtors’ bankruptcy estates, (d) all holders of liens or other interests (whether known or 

unknown) in, against, or on all or any portion of the Acquired Assets, (e) all non-debtor 

counterparties, (f) the Buyer, (g) the Acquired Assets, and (h) all successors and assigns of each of 

the foregoing. 

# # # END OF ORDER # # #

Case 24-41976-elm7 Doc 72-5 Filed 06/25/24 Entered 06/25/24 16:24:48 Desc

Proposed Order Page 10 of 11
11 

EXHIBIT A

Asset Purchase Agreement

Case 24-41976-elm7 Doc 72-5 Filed 06/25/24 Entered 06/25/24 16:24:48 Desc

Proposed Order Page 11 of 11