In re: ) Chapter 11 RUI HOLDING CORP.,

PHIL1 7828974v.4

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

)In re: ) Chapter 11

)RUI HOLDING CORP., et al.,1 ) Case No. 19-11509 (___)

)) (Joint Administration Requested))

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER, PURSUANT TO28 U.S.C. § 156(C), AUTHORIZING THE RETENTION AND APPOINTMENT OF

EPIQ CORPORATE RESTRUCTURING, LLC AS CLAIMS AND NOTICING AGENT FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE

RUI Holding Corp. and its debtor affiliates, as debtors and debtors in possession in the

above-captioned chapter 11 cases (collectively, the “Debtors”),2 respectfully submit the

following in support of this application (the “Application”) for entry of an order, substantially in

the form of Exhibit A hereto (the “Retention Order”) pursuant to 28 U.S.C. § 156(c), section

105(a) of title 11 of the United Stated Code (the “Bankruptcy Code”), Rule 2002(f) of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2002-1(f) of the

Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the

District of Delaware (the “Local Rules”), appointing Epiq Corporate Restructuring, LLC

(“Epiq”) as claims and noticing agent in the Debtors’ chapter 11 cases in lieu of the Clerk (the

1 The Debtors in these Chapter 11 Cases, along with the last four digits of each of the Debtors’ respective federal

tax identification numbers, are as follows: RUI Holding Corp. (6192); RU Corp. (8259); Restaurants Unlimited, Inc. (8365); and Restaurants Unlimited Texas, Inc. (5733). The Debtors’ headquarters and mailing address is: 411 First Ave. South, Suite 200, Seattle, WA 98104. The Debtors operate restaurants under the following names: Clinkerdagger; Cutters Crabhouse; Fondi Pizzeria; Henry’s Tavern; Horatio’s; Kincaid’s; Maggie Bluffs; Manzana; Newport Seafood Grill; Palisade; Palomino; Portland City Grill; Portland Seafood Company; Scott’s Bar and Grill; Simon & Seafort’s; Skate’s on the Bay; Stanford’s; and Stanley & Seafort’s.

2 A detailed description of the Debtors and their businesses, and the facts and circumstances supporting this motion and the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of David Bagley in Support of Debtors’ First Day Motions and Applications (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), on July 7, 2019 (the “Petition Date”).

Case 19-11509 Doc 4 Filed 07/07/19 of 12

2PHIL1 7828974v.4

“Clerk”) of the United States Bankruptcy Court for the District of Delaware (the “Court”),

effective nunc pro tunc to the Petition Date. In further support of this Application, the Debtors

rely on the declaration of Kathryn Tran (the “Tran Declaration”), attached as Exhibit B and

incorporated herein by reference. In further support of this Application, the Debtors respectfully

state as follows:

Relief Requested

1. By this Application, the Debtors seek authority to employ Epiq as claims and

noticing agent in order to assume full responsibility for, among other things, the distribution of

notices and the maintenance, processing, and docketing of proofs of claim filed in these chapter

11 cases. The Debtors’ selection of Epiq to act as the claims and noticing agent has

substantially satisfied the Claims Agent Protocol.

2. In accordance with the Claims Agent Protocol, prior to the selection of Epiq, the

Debtors reviewed and competitively compared engagement proposals from three court-approved

claims and noticing agents, including Epiq, to ensure selection through a competitive process.

The Debtors submit, based on the engagement proposals obtained and reviewed, that Epiq’s rates

are competitive and reasonable given Epiq’s quality of services and expertise.

3. The terms of Epiq’s retention are set forth in the Standard Claims Administration

and Noticing Agreement annexed hereto as Exhibit 1 to Exhibit A (the “Engagement

Agreement”); provided, however, that Epiq is seeking approval solely of the terms and

provisions as set forth in this Application and the proposed order attached hereto.3

3 In addition to the filing of this Application, the Debtors intend to file an application (the “Administrative

Advisor Application”) whereby they seek to employ Epiq to provide certain administrative services to the Debtors in these cases because the administration of the chapter 11 cases will require the duties to be performed outside the scope of 28 U.S.C. § 156(c).

Case 19-11509 Doc 4 Filed 07/07/19 of 12

3PHIL1 7828974v.4

4. The Debtors anticipate that there will be thousands of entities to be noticed in

these cases. In view of the number of anticipated claimants, the Debtors submit that the

appointment of a claims and noticing agent is both necessary and in the best interests of the

Debtors’ estates and their creditors.

5. By appointing Epiq as the claims and noticing agent in these cases, the

distribution of notices and the processing of claims will be expedited, and the Clerk’s office will

be relieved of the administrative burden of processing what may be an overwhelming number of

claims.

Jurisdiction and Venue

6. The United States Bankruptcy Court for the District of Delaware (the “Court”)

has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended

Standing Order of Reference from the United States District Court for the District of Delaware,

dated February 29, 2012. The Debtors confirm their consent, pursuant to Rule 7008 of the

Bankruptcy Rules and Local Rule 9013-1(f), to the entry of a final order by the Court in

connection with this motion to the extent that it is later determined that the Court, absent consent

of the parties, cannot enter final orders or judgments in connection herewith consistent with

Article III of the United States Constitution.

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

8. The bases for the relief requested herein are sections 105(a), 107(b), and 521 of

title 11 of the Bankruptcy Code, Bankruptcy Rule 1007, and Local Rules 1001-1(c), 1007-2,

2002 1, and 9013-1(m).

Services to be Provided

9. This Application pertains only to the work to be performed by Epiq under the

Clerk’s delegation of duties permitted by section 156(c) of the Judicial Code, Local Rule 2002-

Case 19-11509 Doc 4 Filed 07/07/19 of 12

4PHIL1 7828974v.4

1(f), and the Claims Agent Protocol, and any work to be performed by Epiq outside of this scope

is not covered by this Application or by any order granting approval hereof. Specifically, Epiq

will perform, to the extent the Debtors or the Clerk request, the following services in its role as

claims and noticing agent (the “Claims and Noticing Services”), as well as all quality control

relating thereto:

(a) Prepare and serve required notices and documents in the chapter 11 cases in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) in the form and manner directed by the Debtors and/or the Court including (i) notice of the commencement of the chapter 11 cases and the initial meeting of creditors under Bankruptcy Code § 341(a), (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors’ plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of the chapter 11 cases.

(b) Maintain an official copy of the Debtors’ schedules of assets and liabilities and statement of financial affairs (collectively, “Schedules”), listing the Debtors’ known creditors and the amounts owed thereto;

(c) Maintain (i) a list of all potential creditors, equity holders and other parties-in-interest; and (ii) a “core” mailing list consisting of all parties described in sections 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party-in-interest or the Clerk;

(d) Furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors;

(e) Maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received;

Case 19-11509 Doc 4 Filed 07/07/19 of 12

5PHIL1 7828974v.4

(f) For all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served;

(g) Process all proofs of claim received, including those received by the Clerk’s Office, and check said processing for accuracy, and maintain the original proofs of claim in a secure area;

(h) Maintain the official claims register for each Debtor (the “Claims Registers”) on behalf of the Clerk; upon the Clerk’s request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the applicable Debtor, and (vii) any disposition of the claim;

(i) Implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims;

(j) Record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e);

(k) Relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Epiq, not less than weekly;

(l) Upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk’s review (upon the Clerk’s request);

(m) Monitor the Court’s docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists;

(n) Assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtors or the Court, including through the use of a case website and/or call center;

Case 19-11509 Doc 4 Filed 07/07/19 of 12

6PHIL1 7828974v.4

(o) If the chapter 11 cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk’s Office within three (3) days of the notice to Epiq of entry of the order converting the case;

(p) Thirty (30) days prior to the close of these cases, to the extent practicable, request that the Debtors submit to the Court a proposed Order dismissing Epiq and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of these cases;

(q) Within seven (7) days of notice to Epiq of entry of an order closing the chapter 11 cases, provide to the Court the final version of the claims register as of the date immediately before the close of the chapter 11 cases; and

(r) At the close of these cases, box and transport all original documents, in proper format, as provided by the Clerk’s Office, to (i) the Federal Archives Record Administration, located at 14700 Townsend Road, Philadelphia, PA 19154-1096 or (ii) any other location requested by the Clerk’s Office.

10. The Claims Registers shall be opened to the public for examination without

charge during regular business hours and on a case-specific website maintained by Epiq.

11. Epiq shall not employ any past or present employee of the Debtors for work that

involves the Debtors’ bankruptcy cases.

Epiq’s Qualifications

12. Epiq specializes in providing comprehensive chapter 11 administrative services,

including noticing, claims processing, balloting, and other related services critical to the effective

administration of chapter 11 cases. Indeed, Epiq has developed efficient and cost-effective

methods to properly handle the voluminous mailings associated with the noticing, claims

processing, and balloting portions of chapter 11 cases to ensure the orderly and fair treatment of

creditors, equity security holders, and all other parties in interest. Further, Epiq has experience

working with, and will continue to work with, the Clerk to ensure that the services provided

conform to all of the Court’s procedures, the Local Rules, and the provisions of any orders

Case 19-11509 Doc 4 Filed 07/07/19 of 12

7PHIL1 7828974v.4

entered by the Court. Accordingly, the Debtors’ estates and their creditors will benefit from

Epiq’s retention because Epiq has developed efficient and cost-effective methods in this area of

expertise.

13. Epiq is one of the country’s leading chapter 11 administrators with expertise in

claims processing and noticing services. Epiq has a proprietary claims management system in

which claims are effectively managed for the Clerk. Epiq has substantial experience in matters

of this size and complexity, and has acted as the official claims and noticing agent in many large

bankruptcy cases filed in this district, including, most recently, the following: In re Mattress

Firm, Inc., Case No. 18-12241 (CSS) (Bankr. D. Del. Oct. 5, 2018); In re The Weinstein

Company Holdings LLC, Case No. 18-10601 (MFW) (Bankr. D. Del. Mar. 20, 2018) [Docket

No. 70]; In re HCR ManorCare, Inc., Case No. 18-10467 (KG) (Bankr. D. Del. Mar. 6, 2018)

[Docket No. 44]; In re Herald Media Holdings, Inc., Case No. 17-12881 (LSS) (Bankr. D. Del.

Dec. 13, 2017) [Docket No. 39]; In re Maurice Sporting Goods, Inc., Case No. 17-12481 (CSS)

(Bankr. D. Del. Nov. 21, 2017) [Docket No. 25]; In re GST AutoLeather, Inc., Case No. 17-

12100 (LSS) (Bankr. D. Del. Oct. 4, 2017) [Docket No. 63]; In re CST Indus. Holdings Inc.,

Case No. 17-11292 (BLS) (Bankr. D. Del. June 13, 2017); In re Constellation Enters. LLC, Case

No. 16-11213 (CSS) (Bankr. D. Del. May 18, 2016); In re Dex Media, Inc., Case No. 16-11200

(KG) (Bankr. D. Del. May 18, 2016).

Compensation and Representation of Disinterestedness

14. The Debtors respectfully request that the undisputed fees and expenses incurred

by Epiq in the performance of the above services be treated as administrative expenses of the

Debtors’ estates pursuant to section 156(c) of the Judicial Code and section 503(b)(1)(A) of the

Bankruptcy Code and be paid in the ordinary course of business without further application to or

order of the Court. Epiq agrees to maintain records of all services showing dates, categories of

Case 19-11509 Doc 4 Filed 07/07/19 of 12

8PHIL1 7828974v.4

services, fees charged, and expenses incurred, and to serve monthly invoices on the Debtors, the

Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”), counsel for

the Debtors, counsel for any official committee, counsel to the agent under the Debtors’

prepetition term loan and the Debtors’ proposed debtor-in-possession credit facility (the “DIP

Lenders”), and any party in interest who specifically requests service of the monthly invoices. If

any dispute arises relating to the Engagement Agreement or monthly invoices, the parties shall

meet and confer in an attempt to resolve the dispute. If resolution is not achieved, the parties may

seek resolution of the matter from the Court.

15. Prior to the Petition Date, the Debtors provided Epiq a retainer in the amount of

$25,000, which was applied to prepetition fees under the Engagement Agreement. Epiq seeks to

first apply the retainer to all pre-petition invoices, thereafter, to have the retainer replenished to

the original retainer amount, and thereafter, to hold the retainer under the Engagement

Agreement during these chapter 11 cases as security for the payment of fees and expenses under

the Engagement Agreement.

16. In connection with its retention as the claims and noticing agent, Epiq represents

in the Tran Declaration, among other things, that:

a. Epiq will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as the claims and noticing agent in these chapter 11 cases;

b. By accepting employment in these chapter 11 cases, Epiq waives any right to receive compensation from the United States government in connection with these chapter 11 cases;

c. In its capacity as claims and noticing agent in these chapter 11 cases, Epiq will not be an agent of the United States and will not act on behalf of the United States; and

Case 19-11509 Doc 4 Filed 07/07/19 of 12

9PHIL1 7828974v.4

d. It is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code with respect to the matters upon which it is to be engaged.

17. To the extent that there is any inconsistency between this Application, the

proposed order, and the Engagement Agreement, the Debtors respectfully submit that the

proposed order shall govern.

18. The Debtors represent that this Application complies with the Claims Agent

Protocol and conforms to the standard application pursuant to section 156(c) of the Judicial Code

used in this district.

Indemnification

19. The Debtors shall indemnify Epiq under the terms of the Engagement Agreement

subject to the following modifications:

(a) Epiq shall not be entitled to indemnification, contribution or reimbursement pursuant to the Engagement Agreement for services other than the services provided under the Engagement Agreement, unless such services and the indemnification, contribution or reimbursement therefore are approved by the Court.

(b) Notwithstanding anything to the contrary in the Engagement Agreement, the Debtors shall have no obligation to indemnify Epiq, or provide contribution or reimbursement to Epiq, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from Epiq’s gross negligence, willful misconduct, or fraud; (ii) for a contractual dispute in which the Debtors allege the breach of Epiq’s contractual obligations if the Court determines that indemnification, contribution or reimbursement would not be permissible pursuant to In re United Artists Theatre Co., et al., 315 F.3d 217 (3d Cir. 2003), or (iii) settled prior to a judicial determination under (i) or (ii), but determined by this Court, after notice and a hearing, to be a claim or expense for which Epiq should not receive indemnity, contribution or reimbursement under the terms of the Engagement Agreement as modified by this Order.

(c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in these cases (that order having become a final order no longer subject to appeal), or (ii) the entry of an order closing these chapter 11 cases, Epiq believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification, contribution and/or reimbursement obligations under the Engagement Agreement (as modified by this Order), including without limitation

Case 19-11509 Doc 4 Filed 07/07/19 of 12

10PHIL1 7828974v.4

the advancement of defense costs, Epiq must file an application therefore in this Court, and the Debtors may not pay any such amounts to Epiq before the entry of an order by this Court approving the payment. This paragraph is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Claims and Noticing Agent for indemnification, contribution or reimbursement, and not a provision limiting the duration of the Debtors’ obligation to indemnify Epiq. All parties in interest shall retain the rightto object to any demand by Epiq for indemnification, contribution or reimbursement.

(d) In the event Epiq is unable to provide the services set out in this order, Epiq will immediately notify the Clerk and Debtors’ attorney and cause to have all original proofs of claim and computer information turned over to another claims and noticing agent with the advice and consent of the Clerk and Debtors’ attorney.

Nunc Pro Tunc Relief is Appropriate

20. Pursuant to the Debtors’ request, Epiq has acted as the claims and noticing agent

since the Petition Date with assurances that the Debtors would seek approval of its employment

and retention, effective nunc pro tunc to the Petition Date, so that Epiq may be compensated for

its services prior to entry of an order approving Epiq’s retention. The Debtors believe that no

party in interest will be prejudiced by granting Epiq’s nunc pro tunc employment, because Epiq

has provided and continues to provide valuable services to the Debtors’ estates in the interim

period.

21. Courts in this jurisdiction have routinely approved nunc pro tunc employment

similar to that requested herein in comparable matters. See, e.g., In re Dolan Co., No. 14-10614

(BLS) (Bankr. D. Del. Mar. 25, 2014) (approving nunc pro tunc retention of claims agent to

perform claims and noticing services); In re Sorenson Commc’ns, Inc., No. 14-10454 (BLS)

(Bankr. D. Del. Mar. 4, 2014) (same); see also Local Rule 2014-1(b) (“If the retention motion is

granted, the retention shall be effective as of the date the motion was filed, unless the Court

orders otherwise.”).

Case 19-11509 Doc 4 Filed 07/07/19 of 12

11PHIL1 7828974v.4

22. Based on the foregoing, the Debtors submit that they have satisfied the

requirements of the Judicial Code, the Local Rules, and the Claims Agent Protocol.

Accordingly, the Debtors respectfully request entry of an order pursuant to section 156(c) of the

Judicial Code, Local Rule 2002-1(f), and the Claims Agent Protocol authorizing the Debtors to

retain and employ Epiq to act as the Debtors’ claims and noticing agent, effective nunc pro tunc

to the Petition Date.

Waiver of Bankruptcy Rule 6004(a) and 6004(h)

23. To implement the foregoing successfully, the Debtors request that the Court enter

an order providing that notice of the relief requested herein satisfies Bankruptcy Rule 6004(a)

and that the Debtors have established cause to exclude such relief from the 14-day stay period

under Bankruptcy Rule 6004(h).

Notice

24. The Debtors will provide notice of this motion to: (a) the Office of the U.S.

Trustee for the District of Delaware; (b) the holders of the 30 largest unsecured claims against

the Debtors on a consolidated basis; (c) Hunton Andrews Kurth LLP as counsel to the agent

under the Debtors’ prepetition term loan and the Debtors’ proposed debtor-in-possession credit

facility; (d) all parties asserting liens against the Debtors’ assets; (e) the United States Attorney’s

Office for the District of Delaware; (f) the Internal Revenue Service; (g) the United States

Securities and Exchange Commission; (h) the state attorneys general for all states in which the

Debtors conduct business or have conducted business; and (i) any party that requests service

pursuant to Bankruptcy Rule 2002. As the Motion is seeking “first day” relief, within two

business days after the hearing on the Motion, the Debtors will serve copies of the Motion and

any order entered respecting the Motion as required by Del. Bankr. LR 9013-1(m)(iv). The

Case 19-11509 Doc 4 Filed 07/07/19 of 12

12PHIL1 7828974v.4

Debtors submit that, in light of the nature of the relief requested, no other or further notice need

be given.

No Prior Request

25. No prior request for the relief sought in this motion has been made to this or any

other court.

WHEREFORE, the Debtors respectfully request that the Court enter the Order granting

the relief requested herein and such other relief as the Court deems appropriate under the

circumstances.

Dated: July 7, 2019 _/s/ David Bagley____________Chief Restructuring Officer RUI Holding Corp.

Case 19-11509 Doc 4 Filed 07/07/19 of 12

PHIL1 7828974v.4

EXHIBIT A

Proposed Order

Case 19-11509 Doc 4-1 Filed 07/07/19 Page 1 of 21

1PHIL1 7828974v.4




)) (Joint Administration Requested))) Re: Doc No. _____

ORDER AUTHORIZING THE RETENTION AND APPOINTMENT OF EPIQ CORPORATE RESTRUCTURING, LLC AS CLAIMS AND NOTICING AGENT

FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE

Upon the application (the “Application”) of the above captioned debtors and debtors in

possession (the “Debtors”)2, for an order authorizing the retention and appointment of Epiq

Corporate Restructuring, LLC (“Epiq”) as claims and noticing agent, under 28 U.S.C. §156(c),

Section 105(a) of the Bankruptcy Code3 and Rule 2002-1(f) of the Local Rules of Bankruptcy

Practice and Procedures of the United States Bankruptcy Court for the District of Delaware (the

“Local Rules”) to, among other things, (i) distribute required notices to parties in interest, (ii)

receive, maintain, docket and otherwise administer the proofs of claim filed in the Debtors’



2 A detailed description of the Debtors and their businesses, and the facts and circumstances supporting this motion and the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of David Bagley in Support of Debtors’ First Day Motions and Applications (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), on July [ ], 2019 (the “Petition Date”).

3 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application.


2PHIL1 7828974v.4

chapter 11 cases, and (iii) provide such other administrative services – as required by the Debtors

- that would fall within the purview of services to be provided by the Clerk’s Office and upon

the declaration of Kathryn Tran submitted in support of the Application; and the Debtors having

estimated that there are thousands of creditors in these chapter 11 cases, many of which are

expected to file proofs of claims, and it appearing that the receiving, docketing and maintaining

of proofs of claim would be unduly time consuming and burdensome for the Clerk; and the Court

being authorized under 28 U.S.C. §156(c) to utilize, at the Debtors’ expense, outside agents and

facilities to provide notices to parties in title 11 cases and to receive, docket, maintain, photocopy

and transmit proofs of claim; and the Court being satisfied that Epiq has the capability and

experience to provide such services and that Epiq does not hold an interest adverse to the

Debtors or the estates respecting the matters upon which it is to be engaged; and good and

sufficient notice of the Application having been given; and no other or further notice being

required; and it appearing that the employment of Epiq is in the best interests of the Debtors, the

estates and creditors; and sufficient cause appearing therefor; it is hereby

ORDERED, ADJUDGED, AND DECREED THAT:

1. Notwithstanding the terms of the Engagement Agreement attached to the

Application, the Application is approved solely as set forth in this Order.

2. The Debtors are authorized to retain Epiq effective as of the Petition Date under

the terms of the Engagement Agreement, and Epiq is authorized and directed to perform noticing

services and to receive, maintain, record and otherwise administer the proofs of claim filed in

these chapter 11 cases, and all related tasks, all as described in the Application (the “Claims and

Noticing Services”).


3PHIL1 7828974v.4

3. Epiq shall serve as the custodian of court records and shall be designated as the

authorized repository for all proofs of claim filed in these chapter 11 cases and is authorized and

directed to maintain official claims registers for each of the Debtors and to provide the Clerk

with a certified duplicate thereof upon the request of the Clerk.

4. Epiq is authorized and directed to obtain a post office box or address for the

receipt of proofs of claim.

5. Epiq is authorized to take such other action to comply with all duties set forth in

the Application.

6. The Debtors are authorized to compensate Epiq in accordance with the terms of

the Engagement Agreement upon the receipt of reasonably detailed invoices setting forth the

services provided by Epiq and the rates charged for each, and to reimburse Epiq for all

reasonable and necessary expenses it may incur, upon the presentation of appropriate

documentation, without the need for Epiq to file fee applications or otherwise seek Court

approval for the compensation of its services and reimbursement of its expenses.

7. Epiq shall maintain records of all services showing dates, categories of services,

fees charged and expenses incurred, and shall serve monthly invoices on the Debtors, the office

of the United States Trustee, counsel for the Debtors, counsel for any official committee, if any,

monitoring the expenses of the Debtors and any party-in-interest who specifically requests

service of the monthly invoices.

8. The parties shall meet and confer in an attempt to resolve any dispute which may

arise relating to the Engagement Agreement or monthly invoices, and that the parties may seek

resolution of the matter from the Court if resolution is not achieved.


4PHIL1 7828974v.4

9. Pursuant to section 503(b)(1)(A) of the Bankruptcy Code, the fees and expenses

of Epiq under this Order shall be an administrative expense of the Debtors’ estates.

10. Epiq may apply its retainer to all pre-petition invoices, which retainer shall be

replenished to the original retainer amount of $25,000, and thereafter, Epiq may hold its retainer

under the Engagement Agreement during the chapter 11 cases as security for the payment of fees

and expenses under the Engagement Agreement.

11. The Debtors shall indemnify Epiq under the terms of the Engagement Agreement

subject to the following modifications:

(a) Epiq shall not be entitled to indemnification, contribution or reimbursement pursuant to the Engagement Agreement for Claims and Noticing Services other than the services provided under the Engagement Agreement, unless such services and the indemnification, contribution or reimbursement therefore are approved by the Court.

(b) Notwithstanding anything to the contrary in the Engagement Agreement, the Debtors shall have no obligation to indemnify Epiq, or provide contribution or reimbursement to Epiq, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from Epiq’s gross negligence, willful misconduct, or fraud; (ii) for a contractual dispute in which the Debtors allege the breach of Epiq’s contractual obligations if the Court determines that indemnification, contribution or reimbursement would not be permissible pursuant to In re United Artists Theatre Co., et al., 315 F.3d 217 (3d Cir. 2003), or (iii) settled prior to a judicial determination under (i) or (ii), but determined by this Court, after notice and a hearing, to be a claim or expense for which Epiq should not receive indemnity, contribution or reimbursement under the terms of the Engagement Agreement as modified by this Order.

(c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in these cases (that order having become a final order no longer subject to appeal), or (ii) the entry of an order closing these chapter 11 cases, Epiq believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification, contribution and/or reimbursement obligations under the Engagement Agreement (as modified by this Order), including without limitation the advancement of defense costs, Epiq must file an application therefore in this Court, and the Debtors may not pay any such amounts to Epiq before the entry of an order by this Court approving the payment. This paragraph is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Claims and Noticing Agent for indemnification, contribution or reimbursement, and not a provision limiting the duration of the


5PHIL1 7828974v.4

Debtors’ obligation to indemnify Epiq. All parties in interest shall retain the right to object to any demand by Epiq for indemnification, contribution or reimbursement.

12. In the event Epiq is unable to provide the services set out in this order, Epiq will

immediately notify the Clerk and Debtors’ attorney and cause to have all original proofs of claim

and computer information turned over to another claims and noticing agent with the advice and

consent of the Clerk and Debtors’ attorney.

13. The Debtors may submit a separate retention application, pursuant to 11 U.S.C. §

327 and/or any applicable law, for work that is to be performed by Epiq that is not specifically

authorized by this Order.

14. The Debtors and Epiq are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Application.

15. Epiq shall not cease providing claims processing services during the chapter 11

cases for any reason, including nonpayment, without an order of the Court.

16. In the event of any inconsistency between the Engagement Agreement, the

Application and the Order, the Order shall govern.

17. Notwithstanding any term in the Engagement Agreement to the contrary, the

Court retains jurisdiction with respect to all matters arising from or related to the implementation

of this Order.

Dated: __________, 2019Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE


PHIL1 7828974v.4

EXHIBIT 1

Engagement Agreement


PHIL1 7828974v.4

EXHIBIT B

Tran Declaration


PHIL1 7828974v.4




)) (Joint Administration Requested))

DECLARATION OF KATHRYN TRAN IN SUPPORT OF DEBTORS’APPLICATION FOR ENTRY OF AN ORDER, PURSUANT TO

28 U.S.C. § 156(C), AUTHORIZING THE RETENTION AND APPOINTMENTOF EPIQ CORPORATE RESTRUCTURING, LLC AS CLAIMS AND NOTICING

AGENT FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE

I, Kathryn Tran, under penalty of perjury, declare as follows:

1. I am a director of Epiq Corporate Restructuring, LLC (“Epiq”), a Chapter 11

administrative services firm, whose offices are located at 777 Third Avenue, New York, NY

10017.

2. I submit this Affidavit in support of the Debtors’ Application (the “Application”)2

for Entry of an Order Pursuant to 28 U.S.C. §156(c), Authorizing the Retention and Appointment

of Epiq Corporate Restructuring, LLC, as Claims and Noticing Agent (the “Claims and Noticing

Agent”) for the Debtors Nunc Pro Tunc to the Petition Date. Except as otherwise noted, I have

personal knowledge of the facts contained in this Declaration.



2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application.


2PHIL1 7828974v.4

3. As custodian of the courts records pursuant to 28 U.S.C. § 156(c), Epiq will

perform, at the request of the Office of the Clerk of the Court (the “Clerk”), the noticing and

claims related services specified in the Application and the Engagement Agreement. In addition,

at the Debtors’ request, Epiq will perform such other noticing, claims, administrative, technical

and support services specified in the Application and the Engagement Agreement including, but

not limited to, the following:

(a) Prepare and serve required notices and documents in the chapter 11 cases in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) in the form and manner directed by the Debtors and/or the Court including (i) notice of the commencement of the chapter 11 cases and the initial meeting of creditors under Bankruptcy Code § 341(a), (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors’ plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of the chapter 11 cases.

(b) Maintain an official copy of the Debtors’ schedules of assets and liabilities and statement of financial affairs (collectively, “Schedules”), listing the Debtors’ known creditors and the amounts owed thereto;

(c) Maintain (i) a list of all potential creditors, equity holders and other parties-in-interest; and (ii) a “core” mailing list consisting of all parties described in sections 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party-in-interest or the Clerk;

(d) Furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors;

(e) Maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received;


3PHIL1 7828974v.4

(f) For all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served;

(g) Process all proofs of claim received, including those received by the Clerk’s Office, and check said processing for accuracy, and maintain the original proofs of claim in a secure area;

(h) Maintain the official claims register for each Debtor (the “Claims Registers”) on behalf of the Clerk; upon the Clerk’s request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the applicable Debtor, and (vii) any disposition of the claim;

(i) Implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims;

(j) Record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e);

(k) Relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Epiq, not less than weekly;

(l) Upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk’s review (upon the Clerk’s request);

(m) Monitor the Court’s docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists;

(n) Assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtors or the Court, including through the use of a case website and/or call center;

(o) If the chapter 11 cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk’s Office within three (3) days of the notice to Epiq of entry of the order converting the case;


4PHIL1 7828974v.4

(p) Thirty (30) days prior to the close of these cases, to the extent practicable, request that the Debtors submit to the Court a proposed Order dismissing Epiq and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of these cases;

(q) Within seven (7) days of notice of entry of an order closing the chapter 11 cases, provide to the Court the final version of the claims register as of the date immediately before the close of the chapter 11 cases; and

(r) At the close of these cases, box and transport all original documents, in proper format, as provided by the Clerk’s Office, to (i) the Federal Archives Record Administration, located at 14700 Townsend Road, Philadelphia, PA 19154-1096 or (ii) any other location requested by the Clerk’s Office.

4. Epiq is one of the country’s leading chapter 11 administrators with expertise in

claims processing and noticing services. Epiq has a proprietary claims management system in

which claims are effectively managed for the Clerk. Accordingly, I believe that Epiq is well

qualified to provide experienced claims and noticing services in connection with the Chapter 11

Cases. Epiq serves or has served as the claims and noticing agent in numerous cases in this

jurisdiction, including, most recently, the following: In re Mattress Firm, Inc., Case No. 18-

12241 (CSS) (Bankr. D. Del. Oct. 5, 2018); In re The Weinstein Company Holdings LLC, Case

No. 18-10601 (MFW) (Bankr. D. Del. Mar. 20, 2018) [Docket No. 70]; In re HCR ManorCare,

Inc., Case No. 18-10467 (KG) (Bankr. D. Del. Mar. 6, 2018) [Docket No. 44]; In re Herald

Media Holdings, Inc., Case No. 17-12881 (LSS) (Bankr. D. Del. Dec. 13, 2017) [Docket No.

39]; In re Maurice Sporting Goods, Inc., Case No. 17-12481 (CSS) (Bankr. D. Del. Nov. 21,

2017) [Docket No. 25]; In re GST AutoLeather, Inc., Case No. 17-12100 (LSS) (Bankr. D. Del.

Oct. 4, 2017) [Docket No. 63]; In re CST Indus. Holdings Inc., Case No. 17-11292 (BLS)

(Bankr. D. Del. June 13, 2017); In re Constellation Enters. LLC, Case No. 16-11213 (CSS)

(Bankr. D. Del. May 18, 2016); In re Dex Media, Inc., Case No. 16-11200 (KG) (Bankr. D. Del.

May 18, 2016).


5PHIL1 7828974v.4

5. Epiq represents, among other things, that:

(a) it will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as the claims and noticing agent in these chapter 11 cases;

(b) by accepting employment in these chapter 11 cases, Epiq waives any right to receive compensation from the United States government in its capacity as the claims and noticing agent in these chapter 11 cases; and

(c) in its capacity as the claims and noticing agent in these chapter 11 cases, it is not an agent of the United States and is not acting on behalf of the United States;

(d) it will not employ any past or present employees of the Debtors in connection with its work as the notice and claims agent in these chapter 11 cases.

6. To the best of my knowledge and belief, and based solely upon information

provided to me by the Debtors, and except as provided herein, neither Epiq, nor any employee of

Epiq, holds nor represents any interest materially adverse to the Debtors, their estates or their

creditors with respect to matters upon which Epiq is to be engaged.

7. To the best of my knowledge and belief, and based solely upon information

provided to me by the Debtors and except as provided herein, neither Epiq, nor any employee of

Epiq, has any materially adverse connections to the Debtors, their creditors or equity interest

holders, or other relevant parties, their respective attorneys and accountants, any United States

Bankruptcy Judge for the District of Delaware, the United States Trustee for the District of

Delaware, or any person employed by that office of the United States Trustee, that would

conflict with the scope of Epiq’s retention or would create any interest adverse to the Debtors’

estates or any other party-in-interest.

8. The Debtors have thousands of creditors and, from time to time, Epiq may have

represented certain of those creditors in completely unrelated matters. Proposed bankruptcy


6PHIL1 7828974v.4

counsel for the Debtors has provided me with a list of the Debtors’ creditors and other parties-in-

interest (the “Conflicts List”), a copy of which is attached hereto as Exhibit 1, that it received

from the Debtors. I have caused an examination of these records to be made to determine which,

if any, of the parties on the Conflicts List, Epiq may have represented in the past or may be

representing at the present time in totally unrelated matters. This search has disclosed that, to the

best of my present knowledge, Epiq has not in the past and is not currently representing any of

the parties on the Conflicts List.

9. Epiq shares a corporate parent with certain companies that provide integrated

technology products and services to the legal profession for electronic discovery, class action

settlements, financial transactions, chapter 7 and 13 bankruptcy, litigation, and regulatory

compliance. Given the legal and operational separateness of Epiq from its affiliates and the

administrative nature of the services performed by such companies, Epiq does not believe that a

conflict would arise solely from any relationship or claim of an Epiq affiliate or its corporate

parent.

10. There may be other creditors of the Debtors, that Epiq may have or may be

presently representing, but in no event is Epiq representing any other creditor with respect to the

Debtors’ bankruptcy proceeding. To the extent I become aware of Epiq having represented any

other creditors of the Debtors, I will file a supplemental affidavit advising the Court of the same.

To the extent that Epiq discovers any facts bearing on matters described herein, Epiq will

supplement information contained herein.

11. Notwithstanding anything contained herein, as part of its diverse business, Epiq is

the noticing, claims and balloting agent for debtors in numerous cases involving many different

creditors (including taxing authorities), professionals, including attorneys, accountants,


7PHIL1 7828974v.4

investment bankers and financial consultants, some of which may be creditors or represent

creditors and parties-in-interest in these chapter 11 cases. In addition, Epiq has in the past and

will likely in the future continue working with or against other professionals involved in these

chapter 11 cases in matters unrelated to these chapter 11 cases. Based upon my current

knowledge of the parties involved, and to the best of my knowledge, none of these business

relations constitute interests adverse to that of the creditors, or the Debtors’ estates, with respect

to the matter upon which Epiq is to be engaged. Additionally, Epiq employees may, in the

ordinary course of their personal affairs, have relationships with certain creditors of the Debtors.

However, to the best of my knowledge, such relationships, to the extent they exist, are of a

personal nature and completely unrelated to these chapter 11 cases.

12. Based upon the information available to me, I believe that Epiq is a “disinterested

person” within the meaning of section 101(14) of the Bankruptcy Code, in that Epiq and its

personnel: (a) are not creditors, equity security holders or insiders of the Debtors; (b) are not and

were not, within two years before the date of the filing of these cases, a director, officer or

employee of the Debtor; and (c) do not have an interest materially adverse to the interests of the

Debtors’ estates or any class of creditors or equity security holders, by reason of any direct or

indirect relationship to, connection with, or interest in, the Debtors. Prior to the filing of the

chapter 11 cases, the Debtors paid Epiq a retainer of $25,000.

13. In performing the services identified above, Epiq will charge the rates set forth in

Schedule A to the Engagement Agreement annexed to the Application as Exhibit 1 to Exhibit

A. The rates set forth therein are as favorable and reasonable as the prices Epiq charges in cases

in which it has been retained to perform similar bankruptcy related services.


8PHIL1 7828974v.4

14. Epiq will comply with all requests of the Clerk’s Office and the guidelines

promulgated by the Judicial Conference of the United States for the implementation of 28 U.S.C.

§ 156(c).

Executed on July 7, 2019

/s/ Kathryn TranKathryn Tran, Director


PHIL1 7828974v.4

Exhibit 1

Potential Parties in Interest


PHIL1 8082242v.1

Schedule 1Potential Parties in Interest

Debtors• RUI Holding Corp• RU Corp.• Restaurants Unlimited, Inc.• Restaurants Unlimited Texas, Inc.

Officers/Directors/Managers• Jim Eschweiler• Crystal Grays• David Bagley• Stephen Cella• Jonathan Jackson

Equity Holders• Sun Capital Partners

Professionals• Carl Marks Advisors• Klehr Harrison Harvey Branzburg• Grant Thornton• Hunton Andrews Kurth• Epiq

US Trustee, Judges, and court contacts for the District of Delaware (and key staff members)

• Attrix, Lauren• Buchbinder, David• Carey, Kevin J.• Casey, Linda• Dice, Holly• Dortch, Shakima L.• Fox, Timothy J., Jr.• Giordano, Diane• Green, Christine• Gross, Kevin• Hackman, Benjamin• Heck, Jeffrey• Keilson, Brya• Kenny, Mark• Leamy, Jane• McCollum, Hannah M.• O’Malley, James R.• Panacio, Michael• Richenderfer, Linda• Sarkessian, Juliet• Schepacarter, Richard• Selber Silverstein, Laurie• Serrano, Edith A.• Shannon, Brendan L.• Silverstein, Laurie Selber• Sontchi, Christopher S.


PHIL1 8082242v.1

• Starr, Karen• Tinker, T. Patrick• Vinson, Ramona• Walrath, Mary F.• Weissgerber, Jaclyn• West, Michael• Wynn, Dion

Lenders• Fortress Credit Co. LLC• Fortress Investment Group LLC• NXT Capital

Banks• PNC• Wells Fargo

Top 50 Unsecured Creditors• PACIFIC SEAFOOD CO. OF WA/(MUKILTEO)• SYSCO FOOD SERVICES PORTLAND• SYSCO SEATTLE• CHARLIE'S PRODUCE COMPANY• SYSCO SAN FRANCISCO NCA 050• MICROSOFT LICENSING, GP.• ARAMARK 101179 / PASADENA REMIT• SYSCO - ALASKA REMIT• LA SPECIALTY PRODUCE CO dba SF SPECIALTY• NEWPORT MEAT COMPANY• KEMPER HOLDINGS LLC dba LS2 RETAIL LLC• RPAI - RETAIL PROPERTIES OF AMERICA• BASEBALL CLUB OF SEATTLE, THE LLLP dba SEATTLE MARINERS• ATTILIO MERLINO & ASSOC INC dba MERLINO FOODS• SYSCO MN 047• SYSCO - DENVER• CIRCLE CENTRE DEV. CO.• KEMPER HOLDINGS DBA LINCOLN SQUARE RETAIL, LLC• FAVCO• PORTLAND FRENCH LIMITED dba PORTLAND FRENCH BAKERY• LIBERTY MUTUAL INS (ACH ONLY!!)• SOUTHERN GLAZERS WINE & SPIRITS OF NCA• DENVER PAVILIONS OWNERCO, LLC• ELLIOTT BAY MARINA, INC.• TRU SERVICES LLC• TMT LLOYD RETAIL INC• BLUE CROSS BLUE SHIELD / ACH WKLY CLAIMS ONLY• MEPT EDGEMOOR REIT DBA BREWERY BLOCK 2• SOUTHERN GLAZERS WINE & SPIRITS OF PNW• BIX PRODUCE COMPANY LLC• ECOLAB INSTITUTIONAL• SLM WASTE & RECYCLING SERVICES, INC.• PPF OFF 345 SPEAR STREET, LP.• NOLEN CONSTRUCTION COMPANY INC• ROBERT JENSEN


PHIL1 8082242v.1

• PORT OF OAKLAND• NPB RIVER RESTAURANT, LLC• PACIFIC PREMIER RETAIL DBA PPR WASHINGTON SQUARE, LLC• FARMER BROS CO dba BOYDS COFFEE• MASTERCRAFT OF SEATTLE• Hudson Merrill Place, LLC• ROBERT HALF INT'L INC dba OFFICE TEAM• DIAMOND FULFILLMENT SVCS LLC dba DIAMOND FULFILLMENT SOLUTIONS• ASCAP• KIMCO REALTY CORP dba JANTZEN BEACH CENTER 1767 LLC• PRK HOLDINGS IV LLC DBA CLACKAMAS PROMENADE• ATLAS TANASBOURNE 19 LLC (#69)• DELTA DENTAL/WASH DENTAL SERVICE• BEVERAGE DISTRIBUTORS CO LLC DBA BREAKTHRU BEVERGAE• 1944 RICE STREET LLC

Landlords• Hawthorne Restaurants LLC• KIR Tukwila L.P. c/o Kimco Realty Corporation• PPF OFF 345 Spear Street, LP (Prime Property Fund, LLC/Morgan Stanley Real Estate Advisor,

Inc.)• CAPREF Lloyd II LLC (successor to SI-Lloyd Associates Limited Partnership)• Morca Investment Company (successor to GVL Investors)• Burlingame Bay Associates, c/o American Realty & Construction, Inc. (sublandlord, leases

ground from State of CA)• Komen Properties LLC• City of San Leandro CA• ML-AI NORMANDALE, LLC• Redondo Beach Community Financing Authority (sublandlord - land/pier is ground-leased from

the City of Redondo Beach) • Eliott Bay Marina, Inc.• 1944 Rice Street LLC• Walter N Hogan• 205 Place Associates, LLC (successor to Gramor-Goodrich Development Company 205 Venture)• Elliott Bay Marina, Inc.• PPF OFF 2001 Western Ave, LLC (successor to Granite Market Place LLC) c/o Unico Properties

LLC• Jantzen Dynamic Corporation• GTW, LLC, an Oregon limited, Robert A. Jensen and Shirley Y. Jensen (Kensington Investment

Group, LLC)• CH Realty III/Clackamas LLC• Atlas Tanasbourne 19, LLC (successor to Stancorp Real Estate LLC)• Gateway Capital LLC• Pavilions Holdings LLC (Gart Properties LLC)• LO 138 LLC• Northgate Mall Partnership• Port of Oakland• MEPT Brewery Block 2, LLC• Urbansea Holding LLC (successor to SWB-II Seattle, LLC)• Lincoln Square Retail, LLC / Kemper Development Co.• LS2 Retail, LLC / Kemper Development Co.• WSA Properties XII LLC• 111 SW 5th Avenue Investors LLC


PHIL1 8082242v.1

• Port of Portland• L Street Investments• City of Berkeley• City Centre Associates• Port of Portland• Merrill Place LLC

Utility Providers• AT & T• AT & T MOBILITY• AT&T• ATMOS ENERGY• AVISTA UTILITIES• CENTERPOINT ENERGY• CENTERPOINT ENERGY SERVICES• CENTURYLINK #4648 / MONROE REMIT• CENTURYLINK 4300 / CAROL STREAM REMIT#303• CENTURYLINK 91155 / SEATTLE REMIT• CENTURYLINK dba LEVEL 3 COMMUNICATIONS LLC• CINCINNATI BELL TELEPHONE• CITIZEN'S GAS• CITY OF BURLINGAME• CITY OF EDMONDS• CITY OF HILLSBORO UTILITY BILLING• CITY OF LAKE OSWEGO (#64)• CITY OF LAKE OSWEGO UTILITY BILL (#80)• CITY OF PORTLAND WATER & SEWER USE• CITY OF SALEM UTILITIES• CITY OF SEATTLE - CITY LIGHT BILL• CITY OF TUKWILA• CITY TREASURER/TACOMA• CLACKAMAS RIVER WATER• COMCAST / 35170 REMIT• COMCAST / 60533 REMIT• DIRECTV 105249 / ATLANTA REMIT• DISH NETWORK• EAST BAY MUNICIPAL• ENSTAR NATURAL GAS CO.• FRONTIER 740407 / CINCINNATI REMIT• GCI• GEXA ENERGY LP• JIVE COMMUNICATIONS INC• LAKE GROVE WATER DISTRICT• LOS ANGELES DEPT OF WATER & SEWER• NW NATURAL GAS• PACIFIC GAS & ELECTRIC• PACIFIC POWER• PENINSULA LIGHT COMPANY• PORTLAND GENERAL ELECTRIC• PUGET SOUND ENERGY• SLM WASTE & RECYCLING SERVICES, INC.• SNOHOMISH COUNTY PUD #1• SOCALGAS


PHIL1 8082242v.1

• SOUTHERN CALIFORNIA EDISON CO.• SPECTRUM BUSINESS #790450 / REMIT ST LOUIS• SPECTRUM ENTERPRISE #223085 / REMIT PITTSBURGH• TUALATIN VALLEY WATER DISTRICT• VERIZON BUSINESS SERVICES• WATER ENVIRONMENT SERVICES• WAVE BROADBAND / 35164 REMIT• XCEL ENERGY• CITY OF LA DEPT OF PUBLIC WORK• GE CAPITAL• GRANITE TELECOMMUNICATIONS LLC dba CORNERSTONE COMMUNICATIONS• HAWAII GAS• HAWAIIAN ELECTRIC CO.• HAWAIIAN TELCOM• REDONDO BEACH, CITY OF 50671 / LA REMIT• SPECTRUM BUSINESS #60074 / REMIT CITY OF INDUSTRY• UNCIANO JANITORIAL SERVICE INC dba UJS RECYCLE

Insurers• Liberty Mutual• Great American• Beazley• Lloyds of London• Chubb• AIG• Federal Insurance Company• National Union Fire Insurance• American Zurich Insurance Company• Allianz Global Risks US Insurance Company• Blue Cross Blue Shield• Delta Dental• Vision Services Plan• Magellan Rx• Trustmark• Cigna• Unum• TRU Services• Lockton• Marsh

Taxing Authorities• California Department of Tax and Fee Administration• Colorado Department of Revenue• City and County of Denver - Treasury Division• Indiana Department of Revenue• Indiana Department of Revenue (Marion County Beverage Tax)• Minnesota Revenue• Bloomington Beverage Tax• Texas Comptroller• Washington State Department of Revenue• City of Bellevue Tax Division• City of Seattle Department of Finance and Administrative Services


PHIL1 8082242v.1

• City of Tacoma Tax and License Division

Governmental Agencies• U.S. Attorney Generals Office• U.S. Centers for Medicare & Medicaid Services• U.S. Department of Justice• U.S. Department of Labor• U.S. Department of Treasury• U.S. Environmental Protection Agency• U.. Food and Drug Administration• U.S Internal Revenue Service• State of Alaska• Alaska Department of Law• Alaska Department of Revenue• Colorado Office of the Attorney General• State Of Colorado• Colorado Department of Revenue• State of California Office of the Attorney General• California Department of Tax and Fee Administration• State of California• Indiana Attorney General• State of Indiana• Indiana Treasurer of State• Minnesota Commerce Department• Minnesota Attorney Generals Office• State of Minnesota • State of Oregon• State of Oregon Office of the Attorney General• State of Texas• Texas Office of the Attorney General• Texas State Controllers Office• Washington State• Department of Revenue Washington State• Washington State Office of the Attorney General

Key Contract Counterparties• Smith & Greene • Coca Cola Agreement • Foodservice Industry Inc (FSIC) • EcoLab Pest Control • NuCo2 LLC • Aramark Uniform Services • Baker Commodities Grease Management • SLM Waste & Recycling Services Inc • Donnelly Financial• Open Table• Microsoft Licensing• Broadcast Music • ASCAP• Pacific Office Automation• Global Music Rights• Elavon• American Express


PHIL1 8082242v.1


In re: ) Chapter 11 RUI HOLDING CORP.,

Documents

Transcript of In re: ) Chapter 11 RUI HOLDING CORP.,