levene, neale, bender, yoo & brill l.l.p. · 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20...

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JOHN-PATRICK M. FRITZ (Cal. State Bar No. 245240) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: [email protected] JONATHAN COVIN (Texas State Bar No. 24031975) WICK PHILLIPS GOULD & MARTIN, LLP 3131 McKinney, Suite 100 Dallas, Texas 72504 Telephone: 214-692-6200 Facsimile: 214-692-6255 Email: [email protected] Attorneys for Plaintiffs CM7 Capital Partners, LLC and CM EBAR, LLC

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA

SANTA ANA DIVISION In re: S.B. Restaurant Co., et al.,1

Debtors.

Affects: All Debtors S.B. Restaurant Co. S.B. Restaurant Co. of Kansas LLC S.B. Restaurant Co. of Central Florida, LLC Debtors._________________________________

Case No.: 8:14-bk-13778 (ES) Chapter 11 Jointly Administered with Case Nos.: 14-13780 (ES); and 14-13781 (ES)

1 The Debtors and the last four digits of each the Debtor’s federal tax identification numbers are S.B Restaurant Co. (3572); S.B. Restaurant Co. of Kansas LLC (3291); and S.B. Restaurant Co. of Central Florida, LLC (0207).

Case 8:14-bk-13778-ES Doc 427 Filed 01/05/15 Entered 01/05/15 14:43:22 Desc Main Document of 42

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CM7 Capital Partners, LLC and CM EBAR, LLC, Plaintiffs v. Evershine VI, L.P., a California limited partnership, Defendant.

Adversary No.: _________________ COMPLAINT FOR DECLARATORY RELIEF

Plaintiffs, CM7 Capital Partners, LLC, and its designee under the Asset Purchase

Agreement,2 CM EBAR, LLC (collectively, the “Buyer”) allege as follows:

I.

JURISDICTION AND VENUE

1. The above-captioned court (the “Court”) has jurisdiction over this adversary

proceeding pursuant to 28 U.S.C. § § 147(a) and 1334(a). This adversary proceeding is a core

proceeding pursuant to 28 U.S.C. § 157(b)(2)(A) and (M).

2. Venue of this adversary proceeding is proper in this district pursuant to 28 U.S.C.

§ 1409(a).

3. This adversary proceeding is commenced pursuant to Rule 7001(1) of the Federal

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), sections 105, 363 and 541 of Title 11 of

the United States Code (the “Bankruptcy Code”) and 28 U.S.C. § 2201.

II.

THE PARTIES

4. S.B. Restaurant Co. (“Debtor” or “Seller” or “S.B.”) is a corporation organized and

existing under the laws of the state of California. S.B. is the current tenant under the Lease, which

Lease is the subject of the controversy as set forth herein.

2 Capitalized terms used but not defined herein shall have the meaning given to them later in the Complaint.


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5. CM7 Capital Partners, LLC (“CM7”) and CM EBAR, LLC (the “Designee”) are

Texas limited liability companies. CM7 purchased certain assets from S.B. pursuant to the Asset

Purchase Agreement, as approved by the Court by entry of the Sale Order on August 26, 2014.

6. As set forth further below, pursuant to the Asset Purchase Agreement, CM7 has

requested that the Debtors assume and assign the Lease to CM EBAR, LLC.

7. Plaintiffs are informed and believe and thereon assert that Defendant Evershine VI,

L.P. (“Defendant” or “Evershine”) is a limited liability company organized and existing under the

laws of the state of California, with its principal place of business in Cupertino, California.

Evershine is a party to the Lease.

III.

GENERAL ALLEGATIONS

8. By written lease dated as of May 13, 2004 (the “Lease”), Evershine leased to S.B. a

premises within a newly constructed building located at 19780 Stevens Creek Boulevard, The

Marketplace Shopping Center, Cupertino, California (the “Subject Property”) as more specifically

described in the Lease, a true and correct copy of which is attached hereto and incorporated herein

by reference as Exhibit “A.”

9. S.B. took possession of the Subject Property on or about October 12, 2004. Pursuant

to the terms of the Lease, the primary minimum lease term was set to expire on April 12, 2015.

10. Pursuant to Section 1.1 of the Lease, under Exhibit “F” thereto, Evershine granted to

S.B. four (4) consecutive options (each an “Option”) to extend the term of the Lease for five (5)

years, which Options can be exercised by S.B. through the issuance of a written notice delivered to

Evershine no later than one hundred eighty (180) calendar days, and no earlier than three hundred

sixty-five (365) calendar days, before the expiration of the then current lease term so long as (i) at

the time of the Option exercise, S.B. shall not be in default beyond any applicable notice of cure, as

set forth in Section 16.1 of the Lease and (ii) S.B. shall not have failed to pay its rent (including

Minimum Rent, Percentage Rent and Adjustments as defined in the Lease) when due more than two

(2) times during any one (1) twelve (12) months (consecutive or non-consecutive) during the Lease.


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11. On April 29, 2014, S.B. duly and timely served its notice upon Evershine to exercise

the Option to extend the Lease for a period of five (5) years, or to April 12, 2020 (the “Option

Exercise Notice”). A true and correct copy of the Option Exercise Notice is attached hereto and

incorporated herein by reference as Exhibit “B.” No further action by S.B. or Defendant was

required to effectuate the Option.

12. Over a month thereafter, on May 30, 2014, Evershine sent a letter to S.B. contesting

the validity of S.B.’s Option Exercise Notice based upon the alleged defaults set forth therein. A

true and correct copy of Evershine’s May 30, 2014 letter is attached hereto and incorporated herein

by reference as Exhibit “C.”

13. On June 16, 2014 (the “Petition Date”), S.B. and its affiliated debtors and debtors in

possession (together, the “Debtors”) filed their voluntary chapter 11 cases in the Court. The Debtors

continue to operate and manage their affairs as debtors in possession pursuant to sections 1107(a)

and 1108 of the Bankruptcy Code.

14. On July 8, 2014, the Court entered the Order: (1) Approving Overbid and Sale

Procedures, (2) Approving Assumption, Assignment and Sale Procedures and Related Notices, (3)

Scheduling the Sale Hearing, and (4) Granting Related Relief [Docket No. 155] (the “Bidding

Procedures Order”). By the Bidding Procedures Order, the Court set forth the requirements for

parties to bid for the purchase of the Debtors’ assets and assumption and assignment of leases and

contracts.

15. In accordance with the Bidding Procedures Order, on July 11, 2014, the Debtors filed

their Notice of Proposed Assumption, Assignment and Sale of Executory Contracts and Unexpired

Leases Filed by Debtor S.B. Restaurant Co. (RE: related document(s)69 Motion to Sell Property of

the Estate Free and Clear of Liens under Section 363(f) Notice of Motion and Motion of Debtors

Requesting (A) the Scheduling of an Auction and Sale Hearing in Connection with the Sale of

Substantially All the Debtors Assets, (B) Approval of Bidding Procedures for Such Assets, (C)

Approval of Purchase Agreement with Stalking Horse Bidder, (D) Approval of the Form and Scope

of Notice of Auction and Sale Hearing, (E) Approval of Procedures for the Assumption, Assignment

and Sale of Contracts and Leases to the Purchaser, and (F) Approval of Sale of the Debtors Assets


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to the Purchaser [Docket No. 173] (the “Assumption and Cure Notice”). By the Assumption and

Cure Notice, the Debtors informed all of the applicable counterparties to the Debtors’ leases and

contracts, including Evershine, of their intention to assume and assign the subject leases and

contracts and the proposed cure claim, if any, arising from any prepetition breach of the applicable

leases and contracts.

16. Evershine never objected or responded to the Assumption and Cure Notice.

17. On August 6, 2014, the Debtors and the Buyer entered into an Asset Purchase

Agreement [Docket No. 259] (the “APA” or “Asset Purchase Agreement”) regarding the sale of

substantially all of the Debtors’ assets pursuant to the Sale Motion and Bidding Procedures.

18. On August 7, 2014, the Debtors served the Buyer’s adequate assurance information

[Docket No. 259] (the “Adequate Assurance Information”) supporting the Buyer’s future

performance of the certain non-residential real property leases (the “Leases”) set forth on the

Assumption and Cure Notice.

19. Evershine never objected or responded to the Adequate Assurance Information

supplied by the Buyer.

20. On August 22, 2014, the Court held a hearing on the approval of the Sale Motion and

APA, at which time the Court approved the Sale Motion and APA on the terms set forth therein and

on August 26, 2014, the Court entered an order [Docket No. 302] (the “Sale Order”) formally

approving APA and Sale Motion. The sale closed on August 29, 2014.

21. Section 2.7 of the APA permitted the Buyer to designate unexpired leases and

executory contracts for future assumption by the Debtors and assignment to the Buyer in the event

the Buyer directed the Debtors to assign some or all of the Leases to the Buyer.

22. Pursuant to Section 2.7 of the APA and the Sale Order, the Buyer may request that

the Debtors effectuate the assumption and assignment of Debtors’ Leases, including any extensions

thereunder that occurred prior to or after the June 16, 2014 petition date or any amendments agreed

upon between the Buyer and the applicable lessor counterparty (collectively, such counterparties, the

“Lessor Counterparties”) (the Leases, including any such extensions or amendments, the “Assumed

and Assigned Leases”).


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23. On December 2, 2014, the Debtors filed their Notice of Effectuation of Assumption

and Assignment of Non-Residential Real Property Leases and Request for Entry of Order (the

“Notice of Assumption”) [Docket No. 381], and served same on the Lessor Counterparties, including

Evershine in relation to the Lease. A true and correct copy of the Notice of Assumption is attached

hereto and incorporated herein by reference as Exhibit “D.”

24. Through the Notice of Assumption, S.B. seeks, pursuant to the Sale Order,

consummation of the assumption of the Lease by the Buyer as extended through the exercise of the

Option Exercise Notice issued by S.B. on April 29, 2014, extending the lease term to April 12, 2020.

25. On December 16, 2014, Evershine filed and served its Objection of Evershine VI, L.P.

to the Notice of Effectuation of Assumption and Assignment of Non-Residential Property Leases and

Request for Entry of Order (the “Evershine Objection”) [Docket No. 397], a true and correct copy of

which is attached hereto and incorporated herein by reference as Exhibit “E.”

26. In the Evershine Objection, Evershine asserts that the Option Exercise Notice issued

by S.B. was not valid by reason of alleged past defaults by S.B.

IV.

CLAIM FOR RELIEF

(DECLARATORY RELIEF AGAINST DEFENDANT)

27. Plaintiffs refer to and incorporate herein by reference each and every allegation

contained in paragraphs 1 through 26 above, as though fully set forth herein.

28. An actual controversy and dispute exists between Plaintiffs and Defendant regarding

the parties’ respective rights, duties and remedies pertaining to the Option Exercise Notice.

Plaintiffs contend that the Option Exercise Notice is valid and enforceable and that as a result of its

timely exercise of the Option, the term of the Lease has been extended to April 12, 2020. Plaintiffs

are informed and believe that Defendant contends that S.B. had and has no right to exercise the

Option under the Lease, that the Option Exercise Notice is invalid and that the term of the Lease

expires on April 12, 2015.

29. Plaintiffs desire a judicial determination of its rights, remedies, duties and obligations

with respect to the Lease, the Option and Option Exercise Notice.


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30. A judicial determination of the parties’ rights and duties is necessary and appropriate

in order for the parties to determine their respective rights and obligations under the Lease and with

respect to the Option and Option Exercise Notice.

WHEREFORE, Plaintiffs pray for judgment against Defendants as follows:

1. A declaration that the Extension Options are valid and enforceable and that the term

of the Lease presently has been extended through and including April 12, 2020;

2. For reasonable attorneys’ fees;

3. For costs of suit incurred herein; and

4. Such other and further relief as the Court may deem just and proper. Dated: January 5, 2015 CM 7 CAPITAL PARTNERS, LLC And CM EBAR, LLC

By:___ /s/ Jonathan Covin_____________

JONATHAN COVIN WICK PHILLIPS GOULD & MARTIN, LLP Attorneys for CM7 Capital Partners, LLC and CM EBAR, LLC

By:___ /s/ John-Patrick M. Fritz________ JOHN-PATRICK M. FRITZ LEVENE, NEALE, BENDER, YOO

& BRILL L.L.P. Attorneys for CM7 Capital Partners, LLC and CM EBAR, LLC


EXHIBIT A


EXHIBIT A

Case 8:14-bk-13778-ES Doc 427-1 Filed 01/05/15 Entered 01/05/15 14:43:22 Desc Exhibit Exhibit A (Part 2) B C D E Page 1 of 59

jason

Typewritten Text

jason

Typewritten Text

Part 2

EXHIBIT B


EXHIBIT C


EXHIBIT D


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DOCS_SF:86427.3 76811/002 1

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Jeffrey N. Pomerantz (CA Bar No. 143717)John W. Lucas (CA Bar No. 271038) PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., Suite 1300 Los Angeles, CA 90067-4114 Telephone: 310/277-6910 Facsimile: 310/201-0760 E-mail: [email protected] [email protected] Attorneys for Debtors and Debtors in Possession



SANTA ANA DIVISION In re: S.B. Restaurant Co., et al.,1

Debtors.

Affects: All Debtors S.B. Restaurant Co. S.B. Restaurant Co. of Kansas LLC S.B. Restaurant Co. of Central Florida, LLC

Debtors.

Case No.: 8:14-bk-13778 (ES) Chapter 11 Jointly Administered with Case Nos.: 14-13780 (ES); and 14-13781 (ES) NOTICE OF EFFECTUATION OF ASSUMPTION AND ASSIGNMENT OF NON-RESIDENTIAL REAL PROPERTY LEASES AND REQUEST FOR ENTRY OF ORDER [No Hearing Required Per Local Bankruptcy Rule 9013-1(o)(1)]

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE, THE OFFICE OF THE UNITED STATES TRUSTEE, THE DEBTORS’ LENDERS, THE CREDITORS’ COMMITTEE, CERTAIN COUNTERPARTIES TO NON-RESIDENTIAL REAL PROPERTY LEASES, AND PARTIES REQUESTING SPECIAL NOTICE:

PLEASE TAKE NOTICE that on June 20, 2014, the Debtors filed the Motion of Debtors

Requesting (A) the Scheduling of an Auction and Sale Hearing in Connection with the Sale of

Substantially All the Debtors Assets, (B) Approval of Bidding Procedures for Such Assets, (C)

Approval of Purchase Agreement with Stalking Horse Bidder, (D) Approval of the Form and Scope

1 The Debtors and the last four digits of each the Debtor’s federal tax identification numbers are S.B Restaurant Co. (3572); S.B. Restaurant Co. of Kansas LLC (3291); and S.B. Restaurant Co. of Central Florida, LLC (0207). The Debtors’ address is: 200 E. Baker Street, Suite 201, Costa Mesa, CA 92626.

Case 8:14-bk-13778-ES Doc 381 Filed 12/02/14 Entered 12/02/14 12:33:38 Desc Main Document Page 1 of 21


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DOCS_SF:86427.3 76811/002 2

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of Notice of Auction and Sale Hearing, (E) Approval of Procedures for the Assumption, Assignment

and Sale of Contracts and Leases to the Purchaser, and (F) Approval of Sale of the Debtors Assets

to the Purchaser [Docket No. 69] (the “Sale Motion”). By the Sale Motion, the Debtors requested

approval to sell substantially all of their assets and assumption and assignment of certain contracts.

PLEASE TAKE FURTHER NOTICE that on July 8, 2014, the Court entered the Order:

(1) Approving Overbid and Sale Procedures, (2) Approving Assumption, Assignment and Sale

Procedures and Related Notices, (3) Scheduling the Sale Hearing, and (4) Granting Related Relief

[Docket No. 155] (the “Bidding Procedures Order”). By the Bidding Procedures Order, the Court

set forth the requirements for parties to bid for the purchase of the Debtors’ assets and assumption

and assignment of leases and contracts.

PLEASE TAKE FURTHER NOTICE that in accordance with the Bidding Procedures

Order, on July 11, 2014 the Debtors filed Notice of Proposed Assumption, Assignment and Sale of

Executory Contracts and Unexpired Leases Filed by Debtor S.B. Restaurant Co. (RE: related

document(s)69 Motion to Sell Property of the Estate Free and Clear of Liens under Section 363(f)

Notice of Motion and Motion of Debtors Requesting (A) the Scheduling of an Auction and Sale

Hearing in Connection with the Sale of Substantially All the Debtors Assets, (B) Approval of Bidding

Procedures for Such Assets, (C) Approval of Purchase Agreement with Stalking Horse Bidder, (D)

Approval of the Form and Scope of Notice of Auction and Sale Hearing, (E) Approval of Procedures

for the Assumption, Assignment and Sale of Contracts and Leases to the Purchaser, and (F)

Approval of Sale of the Debtors Assets to the Purchaser [Docket No. 173] (the “Assumption and

Cure Notice”). By the Assumption and Cure Notice, the Debtors informed all of the applicable

counterparties to the Debtors’ leases and contracts of their intention to assume and assign the subject

leases and contracts and the proposed cure claim, if any, arising from any prepetition breach of the

applicable leases and contracts.

PLEASE TAKE FURTHER NOTICE that on August 6, 2014, S.B. Restaurant Co. et al.

and CM7 Capital Partners, LLC (CM7 Capital Partners, LLC, along with CM EBAR LLC, its

designee under the Asset Purchase Agreement, the “Buyer”) entered into an Asset Purchase



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DOCS_SF:86427.3 76811/002 3

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Agreement [Docket No. 259] (the “APA”) regarding the sale of substantially all of the Debtors’

assets pursuant to the Sale Motion and Bidding Procedures.

PLEASE TAKE FURTHER NOTICE that on August 7, 2014, the Debtors served the

Buyer’s adequate assurance information [Docket No. 259] (the “Adequate Assurance Information”)

supporting the Buyer’s future performance of the certain non-residential real property leases (the

“Leases”) set forth on the Assumption and Cure Notice.

PLEASE TAKE FURTHER NOTICE that on August 22, 2014, the Court held a hearing

on the approval of the Sale Motion and APA, at which time the Court approved the Sale Motion and

APA on the terms set forth therein and on August 26, 2014, the Court entered an order [Docket No.

311] (the “Sale Order”) formally approving APA and Sale Motion.

PLEASE TAKE FURTHER NOTICE that Section 2.7 of the APA permitted the Buyer to

designate unexpired leases and executory contracts for future assumption by the Debtors and

assignment to the Buyer in the event the Buyer directed the Debtors to assign some or all of the

Leases to the Buyer.

PLEASE TAKE FURTHER NOTICE that, pursuant to Section 2.7 of the APA and the

Sale Order, the Buyer may request that the Debtors effectuate the assumption and assignment of the

Leases annexed hereto as Exhibit A,2 including any extensions thereunder that occurred prior to or

after the June 16, 2014 petition date or any amendments agreed upon between the Buyer and the

applicable lessor counterparty (collectively, such counterparties, the “Lessor Counterparties”) (the

Leases, including any such extensions or amendments, the “Assumed and Assigned Leases”). 3

PLEASE TAKE FURTHER NOTICE that if no objections are filed with the Court and

received by the Debtors’ counsel on or before December 16, 2014 at 4:00 p.m. (Pacific Time), the

Debtors will request entry of the proposed order annexed hereto as Exhibit B finalizing the

2 The Buyer reserves the right to supplement or modify the attached Exhibit A. 3 The Buyer also reserves the right to designate for assumption and assignment certain non-residential real property leases with landlords that raised adequate assurance issues, including Macerich, Steadfast, and Del Amo (collectively, the “Objecting Landlords”), as well as with Dutra, for which certain issues remain unresolved with respect to the Cure Amount for the Dutra Lease. The Objecting Landlords and Dutra entered into a Stipulation with the Debtors and the Buyer in which they proposed a briefing schedule and hearing date to the extent that the parties are unable to consensually resolve any disputes. [Docket No. 378]. The Leases of the Objecting Landlords and Dutra are not the subject of this Notice.



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effectuation of the Debtors’ assumption and assignment of the Assumed and Assigned Leases as

contemplated by the Sale Motion, the Assumption and Cure Notice, and the Sale Order.

PLEASE TAKE FURTHER NOTICE that if there is an objection to this Notice that (a) the

Debtors will request entry of the proposed order without the inclusion of a Lease subject to a timely

objection and (b) the Debtors will request a prompt hearing from the Court to resolve any such

objections.

PLEASE TAKE FURTHER NOTICE that the Debtors will serve this Notice on (a) the

Office of the United States Trustee, (b) counsel to the Creditors’ Committee, (c) counsel to the

prepetition and postpetition lenders, (d) each of the Lessor Counterparties, or their counsel if known,

and (e) parties that file with the Court and serve upon the Debtors requests for notice of all matters in

accordance with Bankruptcy Rule 2002.

Dated: December 2, 2014 PACHULSKI STANG ZIEHL & JONES LLP

By: /s/ John Lucas John W. Lucas Attorneys for Debtors and Debtors in Possession



DOCS_SF:86427.3 76811/0021

EXHIBIT A

(Assumed and Assigned Leases)



DOCS_SF:86427.3 76811/0021

S.B. Restaurant Co. ABQ Uptown LLC c/o Simon Property Group 255 West Washington St. Indianapolis, IN 46204

Landlord Lease: Albuquerque

S.B. Restaurant Co. Castle & Cooke Commercial - Ca, Inc PO Box 11165 Bakersfield, CA 93389-1165

Landlord Lease: Bakersfield

S.B. Restaurant Co. Belmar Mainstreet Holdings LLC c/o Jones Lang LaSalle Americas, Inc. PO Box 711815 Cincinnati, OH 45271

Belmar I, LLC Attn: General Counsel 1430 Wynkoop, Ste. 100 Denver, CO 80202

Continuum Lakewood Development Company, LLC c/o Jones Lang LaSalle Americas, Inc. 7200 West Alameda Avenue Lakewood, CO 80226

Landlord Lease: Belmar

S.B. Restaurant Co. Jajeh Trust (Jad, Jawad, Jeffrey) 220 Cypress Avenue South San Francisco, CA 94080

Landlord Lease: Burlingame

S.B. Restaurant Co. Jack & Doris Boland Trust 27965 Roble Alto Ave Los Altos Hills, CA 94022

Landlord Lease: Colorado Springs

S.B. Restaurant Co. ARC Partners, LLC c/o Sylvor & Richman 380 Lexington Ave #4400 New York, NY 10168

Landlord Lease: Concord

S.B. Restaurant Co. Evershine VI, L.P. c/o Evershine Group 19770 Stevens Creek Blvd Cupertino, CA 95014

Landlord Lease: Cupertino; which Lease was extended in accordance with Section 1.1 of the Lease by letter dated April 29, 2014, pursuant to which S.B. Restaurant & Co. exercised the First Option to Extend Lease for a period of five (5) years



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S.B. Restaurant Co. CO.PUNCT, LLC 2500 Blairsden Street Las Vegas, NC 89134

Landlord Lease: Greenwood Village

S.B. Restaurant Co. Downey Landing SPE, LLC c/o Eclipse Development Group Attn: Paul C. Bernard 17802 Skypark Circle, Ste. 200 Irvine, CA 92614

Landlord Lease: Downey

S.B. Restaurant Co. PFRS Dublin Corporation File 1489 1801 W. Olympic Blvd Pasadena, CA 91199-1498

Landlord Lease: Dublin

S.B. Restaurant Co. Madison Bay Street LLC NW 5530 PO Box 1450 Minneapolis, MN 55485-5530

Landlord Lease: Emeryville

S.B. Restaurant Co. Fremont Retail Partners, L.P. c/o Kimco Realty Co 3333 New Hyde Park Rd. #100 New Hyde Park, NY 11042-0020

Landlord Lease: Fremont

S.B. Restaurant Co. Villagio Shopping Center, LLC c/o Manco Abbott Inc PO Box 9440 Fresno, CA 93792-9440

Landlord Lease: Fresno

S.B. Restaurant Co. The District at GVR, LLC c/o American Nevada Co LLC 901 North Green Valley Parkway Suite 200 Henderson, NV 89074

Landlord Lease: Henderson

S.B. Restaurant Co. Morada Group L.P. / Mary Oakley Foundation, Inc. 24 W. Calle Laureles Santa Barbara, CA 93105

Landlord Lease: La Mirada

S.B. Restaurant Co. 5060 Montclair Plaza Holdings, LLC c/o CWCapital Asset Management LLC 7501 Wisconsin Ave Suite 500 Bethesda, MD 20814

Landlord Lease: Montclair



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S.B. Restaurant Co. of Central Florida, LLC

Cameron Group Associates, LLP 600 E. Colonial Drive Suite 100 Orlando, FL 32803

Landlord Lease: Orlando

S.B. Restaurant Co. Peoria Elephant Bar LLC Hoo Gee Hom and My Sui Hoo 17888 Chochrane Rd Morgan Hill, CA 95037

Landlord Lease: Peoria

S.B. Restaurant Co. 1500 Arden Way Partnership c/o Dave Malloy PO Box 620269 Woodside, CA 94062

Landlord Lease: Arden

S.B. Restaurant Co. Grand Las Posas, LLC c/o Newmark Merril Companies 5850 Canoga Ave, Ste 650 Woodland Hills, CA 91367

Landlord Lease: San Marcos

S.B. Restaurant Co. West County Center, LLC c/o CBL & Assoc Management 80 West County Center St. Louis, MO 63131

Landlord Lease: Des Peres

S.B. Restaurant Co. The Grinstein Trust c/o Gayle Prince GPL Property Co. 4664 W. 6th Street Los Angeles, CA 90020

Landlord Lease: West Covina



DOCS_SF:86427.3 76811/0024

EXHIBIT B

(Proposed Order)



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Jeffrey N. Pomerantz (CA Bar No. 143717)John W. Lucas (CA Bar No. 271038) PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., Suite 1300 Los Angeles, CA 90067-4114 Telephone: 310/277-6910 Facsimile: 310/201-0760 E-mail: [email protected] [email protected] Attorneys for Debtors and Debtors in Possession



SANTA ANA DIVISION

In re: S.B. Restaurant Co., et al.,1

Debtors.

Affects: All Debtors S.B. Restaurant Co. S.B. Restaurant Co. of Kansas LLC S.B. Restaurant Co. of Central Florida, LLC

Debtors.

Case No.: 8:14-bk-13778 (ES) Chapter 11 Jointly Administered with Case Nos.: 14-13780 (ES); and 14-13781 (ES) ORDER APPROVING THE DEBTORS’ EFFECTUATION OF ASSUMPTION AND ASSIGNMENT OF NON-RESIDENTIAL REAL PROPERTY LEASES AS APPROVED UNDER THE SALE ORDER [Relates to Docket Nos. 155,173, 259, 311 and ___]

Upon consideration of that Notice of Effectuation of Assumption and Assignment of Non-

Residential Real Property Leases and Request for Entry of Order [Docket No. __] (the “Notice”),2

the Sale Motion, the Assumption and Cure Notice, and Adequate Assurance Information, requesting

entry of an order approving the Debtors’ effectuation of the assumption and assignment of the

Assumed and Assigned Leases as set forth on Exhibit 1 hereto; and due and adequate notice of the

1 The Debtors and the last four digits of each the Debtor’s federal tax identification numbers are S.B Restaurant Co. (3572); S.B. Restaurant Co. of Kansas LLC (3291); and S.B. Restaurant Co. of Central Florida, LLC (0207). The Debtors’ address is: 200 E. Baker Street, Suite 201, Costa Mesa, CA 92626. 2 Capitalized terms not defined herein have the meanings used in the Notice.



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Notice having been given to the Lessor Counterparties under the circumstances; and after due

deliberation and sufficient cause appearing therefor; it is hereby ordered that:

1. The Debtors’ assumption and assignment of the Assumed and Assigned Leases to

CM EBAR, LLC (the designee of CM7 Capital Partners, LLC under the Asset Purchase Agreement),

including the extension of any such Assumed and Assigned Leases either prior to or after the June

16, 2016 date or as amended between CM EBAR, LLC and the applicable Lessor Counterparty, is

hereby approved.

2. Promptly after entry of this Order, the Buyer shall pay the applicable Lessor

Counterparties their cure claims (the “Cure Claims”), if any, in accordance with the Sale Motion, the

Assumption and Cure Notice, the Sale Order, or as otherwise agreed to by the Buyer and the Lessor

Counterparties.

3. The Buyer’s payment of the applicable Cure Claims, if any, to the applicable Lessor

Counterparties shall effect a cure of all defaults existing under the Assumed and Assigned Leases as

set forth on Exhibit 1 hereto and compensate for any actual pecuniary loss to such Lessor

Counterparty resulting from such default.

4. Upon entry of this Order, the Debtors’ obligations under the Assumed and Assigned

Leases are hereby terminated.

5. Notwithstanding Bankruptcy Rule 6006, this Order shall be effective immediately

upon entry and not stayed.

6. The Court retains jurisdiction to interpret and enforce this Order.

# # # # #



DOCS_SF:86427.3 76811/002

EXHIBIT 1

(Assumed and Assigned Leases)



DOCS_SF:86427.3 76811/002 1

S.B. Restaurant Co. ABQ Uptown LLC c/o Simon Property Group 255 West Washington St. Indianapolis, IN 46204

Landlord Lease: Albuquerque

S.B. Restaurant Co. Castle & Cooke Commercial - Ca, Inc PO Box 11165 Bakersfield, CA 93389-1165

Landlord Lease: Bakersfield

S.B. Restaurant Co. Belmar Mainstreet Holdings LLC c/o Jones Lang LaSalle Americas, Inc. PO Box 711815 Cincinnati, OH 45271


Continuum Lakewood Development Company, LLC c/o Jones Lang LaSalle Americas, Inc. 7200 West Alameda Avenue Lakewood, CO 80226

Landlord Lease: Belmar

S.B. Restaurant Co. Jajeh Trust (Jad, Jawad, Jeffrey) 220 Cypress Avenue South San Francisco, CA 94080

Landlord Lease: Burlingame

S.B. Restaurant Co. Jack & Doris Boland Trust 27965 Roble Alto Ave Los Altos Hills, CA 94022

Landlord Lease: Colorado Springs

S.B. Restaurant Co. ARC Partners, LLC c/o Sylvor & Richman 380 Lexington Ave #4400 New York, NY 10168

Landlord Lease: Concord

S.B. Restaurant Co. Evershine VI, L.P. c/o Evershine Group 19770 Stevens Creek Blvd Cupertino, CA 95014

Landlord Lease: Cupertino; which Lease was extended in accordance with Section 1.1 of the Lease by letter dated April 29, 2014, pursuant to which S.B. Restaurant & Co. exercised the First Option to Extend Lease for a period of five (5) years



DOCS_SF:86427.3 76811/002 2

S.B. Restaurant Co. CO.PUNCT, LLC 2500 Blairsden Street Las Vegas, NC 89134

Landlord Lease: Greenwood Village

S.B. Restaurant Co. Downey Landing SPE, LLC c/o Eclipse Development Group Attn: Paul C. Bernard 17802 Skypark Circle, Ste. 200 Irvine, CA 92614

Landlord Lease: Downey

S.B. Restaurant Co. PFRS Dublin Corporation File 1489 1801 W. Olympic Blvd Pasadena, CA 91199-1498

Landlord Lease: Dublin

S.B. Restaurant Co. Madison Bay Street LLC NW 5530 PO Box 1450 Minneapolis, MN 55485-5530

Landlord Lease: Emeryville

S.B. Restaurant Co. Fremont Retail Partners, L.P. c/o Kimco Realty Co 3333 New Hyde Park Rd. #100 New Hyde Park, NY 11042-0020

Landlord Lease: Fremont

S.B. Restaurant Co. Villagio Shopping Center, LLC c/o Manco Abbott Inc PO Box 9440 Fresno, CA 93792-9440

Landlord Lease: Fresno

S.B. Restaurant Co. The District at GVR, LLC c/o American Nevada Co LLC 901 North Green Valley Parkway Suite 200 Henderson, NV 89074

Landlord Lease: Henderson

S.B. Restaurant Co. Morada Group L.P. / Mary Oakley Foundation, Inc. 24 W. Calle Laureles Santa Barbara, CA 93105

Landlord Lease: La Mirada

S.B. Restaurant Co. 5060 Montclair Plaza Holdings, LLC c/o CWCapital Asset Management LLC 7501 Wisconsin Ave Suite 500 Bethesda, MD 20814

Landlord Lease: Montclair



DOCS_SF:86427.3 76811/002 3

S.B. Restaurant Co. of Central Florida, LLC


Landlord Lease: Orlando

S.B. Restaurant Co. Peoria Elephant Bar LLC Hoo Gee Hom and My Sui Hoo 17888 Chochrane Rd Morgan Hill, CA 95037

Landlord Lease: Peoria

S.B. Restaurant Co. 1500 Arden Way Partnership c/o Dave Malloy PO Box 620269 Woodside, CA 94062

Landlord Lease: Arden

S.B. Restaurant Co. Grand Las Posas, LLC c/o Newmark Merril Companies 5850 Canoga Ave, Ste 650 Woodland Hills, CA 91367

Landlord Lease: San Marcos

S.B. Restaurant Co. West County Center, LLC c/o CBL & Assoc Management 80 West County Center St. Louis, MO 63131

Landlord Lease: Des Peres

S.B. Restaurant Co. The Grinstein Trust c/o Gayle Prince GPL Property Co. 4664 W. 6th Street Los Angeles, CA 90020

Landlord Lease: West Covina



DOCS_SF:86427.3 76811/002

PROOF OF SERVICE OF DOCUMENT I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 150 California Street, 15th Floor, San Francisco, CA 94111 A true and correct copy of the foregoing document entitled (specify): NOTICE OF EFFECTUATION OF ASSUMPTION AND ASSIGNMENT OF NON-RESIDENTIAL REAL PROPERTY LEASES AND REQUEST FOR ENTRY OF ORDER will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below: 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) December 2, 2014, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On (date) December 2, 2014, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Service information continued on attached page 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) December 2, 2014, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. The Honorable Erithe A. Smith United States Bankruptcy Court 411 West Fourth Street, Courtroom 5A Santa Ana, CA 92701-4593

Service information continued on attached page I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. DECEMBER 2, 2014 OLIVER CARPIO /s/ Oliver Carpio Date Printed Name Signature



DOCS_SF:86427.3 76811/002

1. SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF)

Michael W Binning [email protected]

Michael D Breslauer [email protected], [email protected]

Eric W Burkhardt [email protected], [email protected]

Caroline Djang [email protected]

Dana M Douglas [email protected]

Robert L Eisenbach [email protected]

Scott Ewing [email protected], [email protected];[email protected]

Chantelle Fisher [email protected]

Jerome Bennett Friedman [email protected], [email protected];[email protected];[email protected];[email protected]

Michael J Hauser [email protected]

Brian D Huben [email protected], [email protected];[email protected];[email protected]

Robert Izmirian [email protected], [email protected]

David I Katzen [email protected], [email protected]

Mette H Kurth [email protected], [email protected]

Ian Landsberg [email protected], [email protected];[email protected];[email protected]

Lori A Lewis [email protected]

John W Lucas [email protected], [email protected]

Marianne S Mortimer [email protected]

William Novotny [email protected]

Ernie Zachary Park [email protected]

Kristen N Pate [email protected]

Steven G Polard [email protected], [email protected]

Jeffrey N Pomerantz [email protected]

Brett Ramsaur [email protected], [email protected]

Randal Jason Read [email protected], [email protected],[email protected],[email protected]

Michael A Shakouri [email protected]

William S Shepard [email protected], [email protected]

Salina R Thomas [email protected]

James A Timko [email protected]

Judy Tsai [email protected], [email protected]

Ronald M Tucker [email protected], [email protected];[email protected];[email protected]

United States Trustee (SA) [email protected]

Eric R Wilson [email protected]



DOCS_SF:86427.3 76811/002

2. SERVED BY US MAIL

Office of the United States Trustee Frank Cadigan, Esq. Michael Hauser, Esq. 411 W Fourth Street, Ste 9041 Santa Ana, CA 92701

REQUEST FOR SPECIAL NOTICE (VIA US MAIL) Attorneys for Creditor PFRS Dublin Corp. Michael D. Breslauer, Esq. Solomon Ward Seidenwurm & Smith, LLP 401 B Street, Suite 1200 San Diego, CA 92101

Ann Neidlinger, Senior Asset Manager American Realty Advisors 801 N. Brand Blvd., Suite 800 Glendale, CA 91203

Kern County Treasurer-Tax Collector c/o Salina Thomas PO Box579 Bakersfield, CA 93302

Glenn Dresser Law Offices of Glen Dresser 12650 Riverside Drive, Ste. 100 Valley Village, CA 91607 Telephone: (818) 755-4848

SERVED BY EMAIL

REQUEST FOR SPECIAL NOTICE (VIA EMAIL)Mette H. Kurth ARENT FOX LLP 555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065 Telephone: (213) 629-7400 Facsimile: (213) 629-7401 Email: [email protected]

Robert S. Hersch Mastodon Ventures, Inc. 515 Congress Avenue, Suite 1400 Austin, TX 78701 Email: [email protected]

Ernie Zachary Park Bewley, Lassleben & Miller, LLP 13215 E. Penn St., Suite 510 Whittier, CA 90602 Telephone: (562) 698-9771 Facsimile: (562) 309-8063 Email: [email protected]

CREDITOR Del Amo Associates, LLC c/o J. Bennett Friedman, Esq. Michael Sobkowiak, Esq. Friedman Law Group P.C. 1900 Avenue of the Stars, 11th Floor Los Angeles, CA 90067 Telephone: (31 0) 552-8210 Facsimile: (31 0) 733-5442 Email: [email protected] [email protected] [email protected]

Attorneys for Landlord Creditors The Macerich Company, Starwood Retail Partners, LLC, and Watt Management Company Katten Muchin Rosenman LLP c/o Brian D. Huben, Esq. Dustin P. Branch, Esq. 2029 Century Park East, Suite 2600 Los Angeles, California 90067-3012 Telephone: (31 0) 788-4400 Email: [email protected] [email protected]

Marianne S. Mortimer Stradling Yocca Carlson & Rauth, P.C. 100 Wilshire Blvd., 4th Floor Santa Monica, CA 90401 Telephone: (424) 214-7000 Facsimile: (424) 214-7010 Email: [email protected]

Attorneys for Creditor PFRS Dublin Corp. Michael D. Breslauer Yosina M. Lissebeck Solomon Ward Seidenwurm & Smith, LLP 401 B Street, Suite 1200 San Diego, California 92101

Attorneys for Creditor Cameron Group Associates, LLP James A. Timko, Esq. Shutts & Bowen LLP 300 South Orange Avenue, Ste. 1000 Orlando, FL 32801 Telephone: 407.835.6808 Facsimile: 407.425.8316



DOCS_SF:86427.3 76811/002 2

Telephone: (619) 231-0303 Facsimile: (619) 231-4755 Email: [email protected] [email protected]

Email: [email protected]

Attorneys for District at Green Valley, LLC William Novotny Dickinson Wright PLLC 1850 North Central Avenue, Suite 1400 Phoenix, AZ 85004 Telephone: 602.285.5006 Facsimile: 602.285.5100 Email: [email protected]

Attorneys for Creditor GGP Limited Partnership Kristen N. Pate GGP Limited Partnership, as Agent 110 N. Wacker Drive Chicago, IL 60606 Telephone: (312) 960-2940 Fax: (312) 442-6374 E-Mail: [email protected]

Creditor Simon Property Group, Inc. Attn: Ronald M. Tucker, Esq. 225 West Washington Street Indianapolis, Indiana 46204 Email: [email protected]

Attorneys for Creditor/Landlord FREMONT RETAIL PARTNERS, LP Chantelle M. Fisher, Esq. Blackmar, Principe & Schmelter, APC 600 B Street, Suite 2250 San Diego, California 92101 Telephone: (619) 238-8900 Facsimile: (619) 236-8180 E-mail: [email protected]

Caroline R. Djang Rutan & Tucker, LLP 611 Anton Blvd., Ste. 1400 Costa Mesa, CA 92626| Telephone: 714-641-5100 Facsimile: 714-546-9035 Email: [email protected]

Attorneys for Creditors Rouse Properties, Inc. and Equity One, Inc. Robert L. LeHane, Esq. Casey B. Boyle, Esq. 101 Park Avenue New York, NY 10178 Tel: 212-808-7800 email: [email protected] [email protected] [email protected]

Attorneys for Creditor Madison Bay Street, LLC W. Scott Shepard Miller Starr Regalia 1331 North California Blvd., 5th Floor Walnut Creek, CA 94596 Telephone: 925.935.9400 Facsimile: 925.933.4126 Email: [email protected]

Eric W. Burkhardt Beall & Burkhardt, APC 1114 State Street, Suite 200 Santa Barbara, California 93101 Tel: (805) 966.6774 Fax: (805) 963-5988 Email: [email protected]

Attorneys for Jad & Nawal Jajeh, Co-Trustees of the Jad & Nawal Jajeh Trust dated September 27, 2001 Robert Izmirian, Esq. Buchalter, Nemer P.C. 55 Second Street, 17th Floor San Francisco, CA 94105 Telephone: (415) 227-0900 Email: [email protected]

Official Committee of Unsecured Creditors c/o Cathy Hershcopf Seth Van Aalten Robert Winning Cooley LLP 1114 Avenue of the Americas New York, NY 10036-7798 Email: [email protected] [email protected] [email protected]

Attorney for Creditor Peoria Elephant Bar, LLC, an Arizona Limited Liability Company Peoria Elephant Bar, LLC c/o Judy C. Tsai Law Office of Judy Tsai 101 Metro Drive, Suite 250 San Jose, CA 95110 Telephone No.: (408) 441-7800 Email: [email protected]

Scott M. Ewing 4RUST CONSULTING/OMNI BANKRUPTCY 5955 DeSoto Avenue, Suite #100 Woodland Hills, CA 91367 Telephone: 818-906-8300 Facsimile: 818-783-2737 Email: [email protected]

R. Jason Read Rynn & Janowsky, LLP 4100 Newport Place Drive, Suite 700 Newport Beach, CA 92660 Tel: (949) 752-2911 Fax: (949) 752-0953 E-mail: [email protected]

Dana M. Douglas Attorney at Law 11024 Balboa Blvd., No. 431 Granada Hills, CA 91344 Tel: 818-360-8295 Fax: 213-270-9456 Email: [email protected]

Lori A. Lewis Maricopa County Attorney's Office Civil Services Division 222 N. Central Avenue, Suite 1100 Phoenix, Arizona 85004 Email: [email protected]



DOCS_SF:86427.3 76811/002 3

Attorneys for Grand Las Posas, LLC Ian S. Landsberg, Esq. Landsberg & Associates A Professional Law Corporation 5950 Canoga Avenue, Suite 605 Woodland Hills, CA. 91367 Email: [email protected]

David I. Katzen Katzen & Schuricht 1990 N. California Blvd., Suite 600 Walnut Creek, CA 94596-3744 Email: [email protected]

Attorneys for 5060 Montclair Plaza Lane Owner, LLC Goodkin & Lynch LLP c/o Michael A. Shakouri, Esq. 1875 Century Park East, Suite 1860 Los Angeles, California 90067 Email: [email protected]

Attorneys for Creditor Promenade Town Center Steven G. Polard, Esq. Davis Wright Tremaine LLP 865 S. Figueroa Street, Suite 2400 Los Angeles, CA 90017-2566 Email: [email protected]

Michael W. Binning 200 Oceangate, Suite 845 Long Beach, CA 90802-4353 Tel. (562) 436-1502 Fax (562) 436-9288 email: [email protected]

Barry S. Glaser STECKBAUER WEINHART, LLP 333 S. Hope Street, Ste. 3600 Los Angeles, California 90071 Telephone - (213) 229-2868 Facsimile - (213) 229-2870 Email: [email protected]

Attorneys for 5616 Bay Street Investors LLC and UBS Realty Investors LLC David L. Pollack BALLARD SPAHR LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 Telephone: (215) 665-8325 Facsimile: (215) 864-9473 Email: [email protected]

Attorneys for 5616 Bay Street Investors LLC and UBS Realty Investors LLC Alan S. Petlak BALLARD SPAHR LLP 2029 Century Park East, Suite 800 Los Angeles, California 90067-2909 Telephone: (424) 204-4320 Facsimile: (424) 204-4350 Email: [email protected]

Attorneys for 5616 Bay Street Investors LLC and UBS Realty Investors LLC Christopher Celentino BALLARD SPAHR LLP 655 West Broadway, Suite 1600 San Diego, CA 92101-8494 Telephone: (619) 487-0797 Facsimile: (619) 696-9269 Email: [email protected]

Charles M. Standard LAW OFFICE OF CHARLES M. STANDARD 152 N. Third Street, Suite 700 San Jose, CA 95112 Email: [email protected]

3. SERVED VIA OVERNIGHT MAIL

ABQ Uptown LLC c/o Simon Property Group 255 West Washington St. Indianapolis, IN 46204

Castle & Cooke Commercial - Ca, IncPO Box 11165 Bakersfield, CA 93389-1165

Belmar Mainstreet Holdings LLC c/o Jones Lang LaSalle Americas, Inc. PO Box 711815 Cincinnati, OH 45271


Continuum Lakewood Development Company, LLC c/o Jones Lang LaSalle Americas, Inc.7200 West Alameda Avenue Lakewood, CO 80226

Jajeh Trust (Jad, Jawad, Jeffrey) 220 Cypress Avenue South San Francisco, CA 94080

Jack & Doris Boland Trust 27965 Roble Alto Ave Los Altos Hills, CA 94022

ARC Partners, LLC c/o Sylvor & Richman 380 Lexington Ave #4400 New York, NY 10168

Evershine VI, L.P. c/o Evershine Group 19770 Stevens Creek Blvd Cupertino, CA 95014



DOCS_SF:86427.3 76811/002 4

CO.PUNCT, LLC 2500 Blairsden Street Las Vegas, NC 89134

Downey Landing SPE, LLC c/o Eclipse Development Group Attn: Paul C. Bernard 17802 Skypark Circle, Ste. 200 Irvine, CA 92614

PFRS Dublin Corporation File 1489 1801 W. Olympic Blvd Pasadena, CA 91199-1498

Madison Bay Street LLC NW 5530 PO Box 1450 Minneapolis, MN 55485-5530

Fremont Retail Partners, L.P. c/o Kimco Realty Co 3333 New Hyde Park Rd. #100 New Hyde Park, NY 11042-0020

Villagio Shopping Center, LLC c/o Manco Abbott Inc PO Box 9440 Fresno, CA 93792-9440

The District at GVR, LLC c/o American Nevada Co LLC 901 North Green Valley Parkway Suite 200 Henderson, NV 89074

Morada Group L.P. / Mary Oakley Foundation, Inc. 24 W. Calle Laureles Santa Barbara, CA 93105

5060 Montclair Plaza Holdings, LLC c/o CWCapital Asset Management LLC 7501 Wisconsin Ave Suite 500 Bethesda, MD 20814


Peoria Elephant Bar LLC Hoo Gee Hom and My Sui Hoo 17888 Chochrane Rd Morgan Hill, CA 95037

1500 Arden Way Partnership c/o Dave Malloy PO Box 620269 Woodside, CA 94062

Grand Las Posas, LLC c/o Newmark Merril Companies 5850 Canoga Ave, Ste 650 Woodland Hills, CA 91367

West County Center, LLC c/o CBL & Assoc Management 80 West County Center St. Louis, MO 63131

The Grinstein Trust c/o Gayle Prince GPL Property Co. 4664 W. 6th Street Los Angeles, CA 90020

Charles M. Standard LAW OFFICE OF CHARLES M. STANDARD 152 N. Third Street, Suite 700 San Jose, CA 95112



EXHIBIT E


FORM B104 (8/07) 2007 USBC, Central District of California

ADVERSARY PROCEEDING COVER SHEET (Instructions on Page 2)

ADVERSARYPROCEEDING NUMBER

(Court Use Only)

PLAINTIFF(S) CM7 Capital Partners, LLC and CM EBAR, LLC,

DEFENDANT(S) Evershine VI, L.P., a California limited partnership,

ATTORNEYS (Firm Name, Address, and Telephone No.) JOHN-PATRICK M. FRITZ (SBN 245240) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Email: [email protected]

ATTORNEYS (If Known) Charles M. Standard Law Offices of Charles M. Standard 152 N. Third Street, Suite 700 San Jose, CA 95112

PARTY (Check One Box Only) PARTY (Check One Box Only) Debtor Creditor Trustee

U.S. Trustee/Bankruptcy Admin Other

Debtor Creditor Trustee


CAUSE OF ACTION (WRITE ABRIEF STATEMENT OF CAUSE OF ACTION, INCLUDING ALL U.S. STATUTES INVOLVED)

COMPLAINT FOR DECLARATORY RELIEF NATURE OF SUIT

(Number up to five (5) boxes starting with the lead cause of action as 1, first alternative cause as 2, second alternative cause as 3, etc.) FRBP 7001(1) – Recovery of Money/Property 11-Recovery of money/property - §542 turnover of property 12-Recovery of money/property - §547 preference 13-Recovery of money/property - §548 fraudulent transfer 14-Recovery of money/property - other FRBP 7001(2) – Validity, Priority or Extent of Lien 21-Validity, priority or extent of lien or other interest in property FRBP 7001(3) – Approval of Sale of Property 31-Approval of sale of property of estate and of a co-owner - §363(h) FRBP 7001(4) – Objection/Revocation of Discharge 41-Objection / revocation of discharge - §727(c),(d),(e) FRBP 7001(5) – Revocation of Confirmation 51-Revocation of confirmation FRBP 7001(6) – Dischargeability 66-Dischargeability - §523(a)(1),(14),(14A) priority tax claims 62-Dischargeability - §523(a)(2), false pretenses, false representation, actual fraud 67-Dischargeability - §523(a)(4), fraud as fiduciary, embezzlement, larceny

(continued next column)

FRBP 7001(6) – Dischargeability (continued) 61-Dischargeability - §523(a)(5), domestic support 68-Dischargeability - §523(a)(6), willful and malicious injury 63-Dischargeability - §523(a)(8), student loan 64-Dischargeability - §523(a)(15), divorce or separation obligation (other than domestic support) 65-Dischargeability - other FRBP 7001(7) – Injunctive Relief 71-Injunctive relief – imposition of stay 72-Injunctive relief – other FRBP 7001(8) Subordination of Claim or Interest 81-Subordination of claim or interest FRBP 7001(9) Declaratory Judgment 91-Declaratory judgment FRBP 7001(10) Determination of Removed Action 01-Determination of removed claim or cause Other SS-SIPA Case – 15 U.S.C. §§78aaa et.seq. 02-Other

Check if this case involves a substantive issue of state law Check if this is asserted to be a class action under FRCP 23 Check if a jury trial is demanded in complaint Demand Other Relief Sought Pre- and post-judgment interest, attorneys’ fees and costs


FORM B104 (8/07), page 2 2007 USBC, Central District of California

BANKRUPTCY CASE IN WHICH THIS ADVERSARY PROCEEDING ARISES NAME OF DEBTOR S.B. Restaurant Co

BANKRUPTCY CASE NO. Case No. 8:14-bk-13778 (ES)

DISTRICT IN WHICH CASE IS PENDING CENTRAL

DIVISIONAL OFFICE SANTA ANA DIVISION

NAME OF JUDGE THE HON. ERITHE SMITH

RELATED ADVERSARY PROCEEDING (IF ANY) PLAINTIFF

DEFENDANT

ADVERSARY PROCEEDING NO.

DISTRICT IN WHICH ADVERSARY IS PENDING

DIVISIONAL OFFICE NAME OF JUDGE

SIGNATURE OF ATTORNEY (OR PLAINTIFF) /s/ JOHN-PATRICK M. FRITZ DATE January 5, 2015

PRINT NAME OF ATTORNEY (OR PLAINTIFF) JOHN-PATRICK M. FRITZ

INSTRUCTIONS

The filing of a bankruptcy case creates an "estate" under the jurisdiction of the bankruptcy court which consists of all of the property of the debtor, wherever that property is located. Because the bankruptcy estate is so extensive and the jurisdiction of the court so broad, there may be lawsuits over the property or property rights of the estate. There also may be lawsuits concerning the debtor’s discharge. If such a lawsuit is filed in a bankruptcy court, it is called an adversary proceeding.

A party filing an adversary proceeding must also must complete and file Form104, the Adversary Proceeding Cover Sheet, unless the party files the adversary proceeding electronically through the court's Case Management/Electronic Case Filing system (CM/ECF). (CM/ECF captures the information on Form 104 as part of the filing process.) When completed, the cover sheet summarizes basic information on the adversary proceeding. The clerk of court needs the information to process the adversary proceeding and prepare required statistical reports on court activity.

The cover sheet and the information contained on it do not replace or supplement the filing and service of pleadings or other papers as required by law, the Bankruptcy Rules, or the local rules of court. The cover sheet, which is largely self- explanatory, must be completed by the plaintiff’s attorney (or by the plaintiff if the plaintiff is not represented by an attorney). A separate cover sheet must be submitted to the clerk for each complaint filed. Parties and Defendants. Give the names of the parties to the adversary proceeding exactly as they appear on the complaint. Attorneys. Give the names and addresses of the attorneys if known. Demand. Enter the dollar amount being demanded in the complaint. Signature. This cover sheet must be signed by the attorney of record in the box on the second page of the form. If the plaintiff is represented by a law firm, a member of the firm must sign. If the plaintiff is pro se, that is, not presented by an attorney, the plaintiff must sign.


FORM B104 (8/07) 2007 USBC, Central District of California

ADVERSARY PROCEEDING COVER SHEET (Instructions on Page 2)

ADVERSARYPROCEEDING NUMBER

(Court Use Only)

PLAINTIFF(S) CM7 Capital Partners, LLC and CM EBAR, LLC,

DEFENDANT(S) Evershine VI, L.P., a California limited partnership,

ATTORNEYS (Firm Name, Address, and Telephone No.) JOHN-PATRICK M. FRITZ (SBN 245240) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Email: [email protected]

ATTORNEYS (If Known) Charles M. Standard Law Offices of Charles M. Standard 152 N. Third Street, Suite 700 San Jose, CA 95112

PARTY (Check One Box Only) PARTY (Check One Box Only) Debtor Creditor Trustee


Debtor Creditor Trustee


CAUSE OF ACTION (WRITE ABRIEF STATEMENT OF CAUSE OF ACTION, INCLUDING ALL U.S. STATUTES INVOLVED)

COMPLAINT FOR DECLARATORY RELIEF NATURE OF SUIT

(Number up to five (5) boxes starting with the lead cause of action as 1, first alternative cause as 2, second alternative cause as 3, etc.) FRBP 7001(1) – Recovery of Money/Property 11-Recovery of money/property - §542 turnover of property 12-Recovery of money/property - §547 preference 13-Recovery of money/property - §548 fraudulent transfer 14-Recovery of money/property - other FRBP 7001(2) – Validity, Priority or Extent of Lien 21-Validity, priority or extent of lien or other interest in property FRBP 7001(3) – Approval of Sale of Property 31-Approval of sale of property of estate and of a co-owner - §363(h) FRBP 7001(4) – Objection/Revocation of Discharge 41-Objection / revocation of discharge - §727(c),(d),(e) FRBP 7001(5) – Revocation of Confirmation 51-Revocation of confirmation FRBP 7001(6) – Dischargeability 66-Dischargeability - §523(a)(1),(14),(14A) priority tax claims 62-Dischargeability - §523(a)(2), false pretenses, false representation, actual fraud 67-Dischargeability - §523(a)(4), fraud as fiduciary, embezzlement, larceny

(continued next column)

FRBP 7001(6) – Dischargeability (continued) 61-Dischargeability - §523(a)(5), domestic support 68-Dischargeability - §523(a)(6), willful and malicious injury 63-Dischargeability - §523(a)(8), student loan 64-Dischargeability - §523(a)(15), divorce or separation obligation (other than domestic support) 65-Dischargeability - other FRBP 7001(7) – Injunctive Relief 71-Injunctive relief – imposition of stay 72-Injunctive relief – other FRBP 7001(8) Subordination of Claim or Interest 81-Subordination of claim or interest FRBP 7001(9) Declaratory Judgment 91-Declaratory judgment FRBP 7001(10) Determination of Removed Action 01-Determination of removed claim or cause Other SS-SIPA Case – 15 U.S.C. §§78aaa et.seq. 02-Other

Check if this case involves a substantive issue of state law Check if this is asserted to be a class action under FRCP 23 Check if a jury trial is demanded in complaint Demand Other Relief Sought Pre- and post-judgment interest, attorneys’ fees and costs

Case 8:14-bk-13778-ES Doc 427-2 Filed 01/05/15 Entered 01/05/15 14:43:22 Desc Adversary Proceeding Coversheet Page 1 of 2

FORM B104 (8/07), page 2 2007 USBC, Central District of California

BANKRUPTCY CASE IN WHICH THIS ADVERSARY PROCEEDING ARISES NAME OF DEBTOR S.B. Restaurant Co

BANKRUPTCY CASE NO. Case No. 8:14-bk-13778 (ES)

DISTRICT IN WHICH CASE IS PENDING CENTRAL

DIVISIONAL OFFICE SANTA ANA DIVISION

NAME OF JUDGE THE HON. ERITHE SMITH

RELATED ADVERSARY PROCEEDING (IF ANY) PLAINTIFF

DEFENDANT

ADVERSARY PROCEEDING NO.

DISTRICT IN WHICH ADVERSARY IS PENDING

DIVISIONAL OFFICE NAME OF JUDGE

SIGNATURE OF ATTORNEY (OR PLAINTIFF) /s/ JOHN-PATRICK M. FRITZ DATE January 5, 2015

PRINT NAME OF ATTORNEY (OR PLAINTIFF) JOHN-PATRICK M. FRITZ

INSTRUCTIONS

The filing of a bankruptcy case creates an "estate" under the jurisdiction of the bankruptcy court which consists of all of the property of the debtor, wherever that property is located. Because the bankruptcy estate is so extensive and the jurisdiction of the court so broad, there may be lawsuits over the property or property rights of the estate. There also may be lawsuits concerning the debtor’s discharge. If such a lawsuit is filed in a bankruptcy court, it is called an adversary proceeding.

A party filing an adversary proceeding must also must complete and file Form104, the Adversary Proceeding Cover Sheet, unless the party files the adversary proceeding electronically through the court's Case Management/Electronic Case Filing system (CM/ECF). (CM/ECF captures the information on Form 104 as part of the filing process.) When completed, the cover sheet summarizes basic information on the adversary proceeding. The clerk of court needs the information to process the adversary proceeding and prepare required statistical reports on court activity.

The cover sheet and the information contained on it do not replace or supplement the filing and service of pleadings or other papers as required by law, the Bankruptcy Rules, or the local rules of court. The cover sheet, which is largely self- explanatory, must be completed by the plaintiff’s attorney (or by the plaintiff if the plaintiff is not represented by an attorney). A separate cover sheet must be submitted to the clerk for each complaint filed. Parties and Defendants. Give the names of the parties to the adversary proceeding exactly as they appear on the complaint. Attorneys. Give the names and addresses of the attorneys if known. Demand. Enter the dollar amount being demanded in the complaint. Signature. This cover sheet must be signed by the attorney of record in the box on the second page of the form. If the plaintiff is represented by a law firm, a member of the firm must sign. If the plaintiff is pro se, that is, not presented by an attorney, the plaintiff must sign.

Case 8:14-bk-13778-ES Doc 427-2 Filed 01/05/15 Entered 01/05/15 14:43:22 Desc Adversary Proceeding Coversheet Page 2 of 2

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