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Center Operating Company, L.P.'s Complaint for Declaratory Judgment– Page 1 of 10
 
808448 v3 (68200.00002.000)
Joseph A. FriedmanState Bar No. 07468280Boyd A. MouseState Bar No. 24003949
KANE RUSSELL COLEMAN & LOGAN PC
3700 Thanksgiving Tower1601 Elm StreetDallas, Texas 75201Telephone - (214) 777-4200Telecopier - (214) 777-4299Email:ecf@krcl.com 
A
TTORNEYS FOR
CENTER
 
OPERATING
 
COMPANY,
 
L.P.
IN THE UNITED STATES BANKRUPTCY COURTFOR THE NORTHERN DISTRICT OF TEXASDALLAS DIVISIONIn re:BASE HOLDINGS, LLCDebtor.§§§§§Case No. 09-34269-sgj-11Chapter 11CENTER OPERATING COMPANY, L.P., §§Plaintiff, §§v. § Adversary No. _________________§BASE HOLDINGS, LLC, §§Defendant. §CENTER OPERATING COMPANY, L.P. 'SCOMPLAINT FOR DECLARATORY JUDGMENT
TO THE HONORABLE STACEY G. JERNIGAN,UNITED STATES BANKRUPTCY JUDGE:Center Operating Company, L.P. ("Center") files this its Complaint for DeclaratoryJudgment and respectfully shows the Court as follows:
Case 09-03256-sgj Doc 1 Filed 08/07/09 Entered 08/07/09 17:24:09 Desc MainDocument Page 1 of 10
 
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Center Operating Company, L.P.'s Complaint for Declaratory Judgment– Page 2 of 10
 
808448 v3 (68200.00002.000)
I.PARTIES
1.
 
Center is a limited partnership organized and existing under the laws of the Stateof Texas.2.
 
Base Holdings, LLC ("Base" or "Debtor") is a limited liability companyorganized and existing under the laws of the State of Texas. Debtor my be served with processby serving its registered agent, Aranza Star, Inc., 8008 Cedar Springs Road, Suite, 301, Dallas,Texas 75235, Attention Mr. Gilbert Aranza.
II.JURISDICTION AND VENUE
3.
 
This court has jurisdiction pursuant to 28 U.S.C. §§ 157 and 1334. This is a coreproceeding pursuant to 28 U.S.C. § 157(b).4.
 
Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409.
III.PROCEDURAL BACKGROUND
5.
 
On July 6, 2009 (the "Petition Date"), Debtor filed its voluntary petition for relief under Chapter 11 of the United states Bankruptcy Code (the "Bankruptcy Code"), therebyinitiating the Bankruptcy Case and creating its bankruptcy estate (the "Estate").6.
 
Debtor continues to operate its business and to manage the Estate as a debtor-in-possession. No committee, trustee, or examiner has been appointed to date.
Case 09-03256-sgj Doc 1 Filed 08/07/09 Entered 08/07/09 17:24:09 Desc MainDocument Page 2 of 10
 
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Center Operating Company, L.P.'s Complaint for Declaratory Judgment– Page 3 of 10
 
808448 v3 (68200.00002.000)
IV.MOTION TO DISMISS
7.
 
On July 20, 2009, Center filed a Motion to Dismiss Chapter 11 Case or to Convertto Chapter 7 Pursuant to 11 U.S.C. § 1112 (b)(1) (the "Motion to Dismiss")[
 Docket No. 26 
].Such Motion is currently set for hearing on September 15, 2009 and the parties are conductingdiscovery regarding the Motion to Dismiss.8.
 
Center files this Complaint subject to and without waiver of its pending Motion toDismiss.
V.FACTUAL ALLEGATIONS
9.
 
Center is the landlord to Debtor pursuant to a Lease Agreement dated June 2,2008 (the "Lease").
1
The leased premises (the "Premises") are located at portions of theAmerican Airlines Center in Dallas, Texas (the "AAC"). Debtor operates a Chili's Bar & Grillrestaurant at the Premises (the "Restaurant").10.
 
The AAC serves as a multi-purpose entertainment and sports center neardowntown Dallas and holds numerous events each year, including several concerts and the homegames for the Dallas Stars NHL team and the Dallas Mavericks NBA team.
1
A true and correct copy of the Lease is attached hereto as
Exhibit "1"
and incorporated herein.
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