Free Designated Record on Appeal - District Court of Delaware - Delaware

Case 1:06-cv-00801-SLR Document 2 Filed 12/29/2006 Page 1 of 3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter ll
In re: )
THREE A‘s HOLDINGS, L.L.C., a Delaware ) Case No. 0640886 (BLS)
limited liability company, er nl. )
Debtors )
)
APPELLANTS DESIGNATION OF RECORD ON APPEAL
Cathedral Partners, LLC (“Appella·nt"), by and through its undersigned counsel,
designates the record on appeal to include the following:
1. Emergency Motion to Approve an Order (A) Approving the Bidding
Procedures, (B) Approving the Form and Manner of Notice of the Auction and Saie and (C)
Approving the Sale ofthe De‘otors‘ Assets (Docket No. I5).
2. Order Approving the Bidding Procedures for the Auction and Sale of the
Debtors Assets (Docket No. i3 1).
3. Notice of Service of the Agency Agreement tiled by Three A's Holdings,
LLC. (Docket No. 215).
4. Order (A) Authorizing the Debtors to Conduct Going Out of Business Sales
Pursuant to 1 l USC. § 363 and (B) Approving Agency Agreement (Docket No. 365).
5. Notice of Filing of Designation Rights Agreement and Notice of Hearing to
Consider Approval of Sale (Docket No. 429)
6. Order (A) Approving Designation Rights Agreement, (B) Authorizing the
Debtors to Sell Designation Rights for, and to Assume and Assign, Debtors' Unexpired Non
Residential Real Property Leases to Assignee(s), Free and Clear ofali Liens, Claims, Encumbrances
and Interests and (C) Granting Related Relief (Docket No. 443)

Case 1:06-cv-00801-SLR Document 2 Filed 12/29/2006 Page 2 of 3
7. Motion to Approve (I) Procedures for the Assumption and Assignment of
Unexpired Leases of Nonresidential Real Property and (II) Related Relief (Docket No. 465).
8. Objection to Debtors' Motion for an Order Pursuant to Sections IOS and 365
of the Bankruptcy Code and Bankruptcy Rules 2002 and 6006, (I) Approving Procedures for the
Assumption and Assignment of Unexpired Leases of Nonresidentiai Real Property and (II) Granting
Related Reiief (Docket No. 498).
9. Ioinder of Cathedral Capital Partners, LLC to Objection of Federal Realty
Investment Trust, New Pian Excel Realty Trust, Inc., Kravco Simon Company and Developers
Diversified Realty Corporation to Debtors’ Motion for an Order Pursuant to Sections 105 and 365 of
the Bankruptcy Code and Bankruptcy Rules 2002 and 6006, (I) Approving Procedures for the
Assumption and Assignment of Unexpired Leases ofbionresidential Real Property and (II) Granting
Related Relief (Docket No. 535).
l0. Order Extending Time for Debtors and Debtors in Possession to Assume or
Reject `Unexpired Leases ofldonresidentiai Reai Property (Docket No. 593).
ll. Order (E) Approving Procedures for the Assumption and Assignment of
Unexpired Leases of Nonresidential Real Property and (ll) Granting Related Relief (Docket No.
598).
12. Notice of Intent of Assumption and Assignment of Lease of Unexpired Lease
ofhionresidentiai Real Property (Lease #l38l - Brea Promenade) (Docket No. 601).
13. Objection to Notice of Assumption and Assignment of Lease of Unexpired
Lease of Nonresidentiai Real Property (Docket No. 666).
i4. Notice of Appeal [BAP»06-—76] of Cathedral Capital Partners, LLC from
Order, Pursuant to Sections 105 and 365 of the Bankruptcy Code and Bankruptcy Rules 2002 and
6006 (I) Approving Procedures for the Assumption and Assignment of `Unexpired Leases of
Nonresidentiai Real Property and (ll`) Granting Related Relief (Docket No. 669).
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Case 1:06-cv-00801-SLR Document 2 Filed 12/29/2006 Page 3 of 3
15. Transcript of November l7, 2006 Hearing.
STATEMENT OF ISSUES ON APPEAL
The Appellant, hy and through its undersigned counsel, designates the issues on
appeal to include the following:
1. Whether the United States Bankruptcy Court for the District of Delaware (the
"l3a.nleruptcy Cou1t”) erred in ruling that the Anti—Assignment Provisionsl are inconsistent with
Bankruptcy Code sections 365(t)(l) and 365(1‘)(3) and the Congressional policy expressed therein
and are unenforceable without reference to any specific lease or any provision in any specific lease.
2. Whether the Bankruptcy Court in ruling that the Anti—Assignment Provisions
are inconsistent with Bankruptcy Code section 365(l`)(l) and 365(t)(3) and the Congressional policy
expressed therein, issued an improper advisory opinion.
Dated: December 7, 2006 Respectfully submitted, §
_. -tir,» at l t
David M.‘Fou -¥ er (DE No. 812)
Evelyn 3. Meltzer (DE No. in 2- E)
Pepper Hamilton LLP =,_
Hercules Plaza, Suite 5 lg& Z ,_
i3 I 3 N. Market Street i;—·»—·r·’"""'”l
Wilmington, DE l980l
Telephone: 302.”/77.6500
Facsimile: 302.42l .8390
-and~»
David M. Poitras, Esq.
Jeffer Mangels Butler & Marmaro LLP
1900 Avenue ofthe Stars, '/lh Floor
Los Angeles, CA 90067
Telephone: 3l0.20l.357l
Facsimile: 3l0.7l2.857l
Attorneys for Cathedral Partners, LLC
'Terrns not detined herein shall have the meaning ascribed to them in the Order (I) Approving Procedures
for the Assumption and Assignment of Unexpired Leases ofhlonresidential Real Property and (Il) Granting Related
Relief (Docket No. 598).
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