Case MFW Doc 357 Filed 10/31/18 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 357 Filed 10/31/18 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: RM Holdco LLC, et al. 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Hearing Date: December 4, 2018 at 10:30 a.m. (ET) Objection Deadline: November 14, 2018 at 4:00 p.m. (ET) DEBTORS THIRD OMNIBUS MOTION FOR ENTRY OF AN ORDER PURSUANT TO SECTIONS 105(a), 365(a), AND 554 OF THE BANKRUPTCY CODE AUTHORIZING (I) REJECTION OF CERTAIN LEASES OF NONRESIDENTIAL REAL PROPERTY EFFECTIVE NUNC PRO TUNC TO OCTOBER 31, 2018 AND (II) ABANDONMENT OF ANY REMAINING PROPERTY AT LOCATIONS COVERED BY REJECTED REAL PROPERTY LEASES ANY PARTY RECEIVING THIS MOTION SHOULD LOCATE ITS NAME AND ITS REJECTED LEASE IDENTIFIED ON SCHEDULE 1 TO THE PROPOSED ORDER The above-captioned debtors and debtors in possession (collectively, the Debtors ) 2 submit this motion (this Motion ), pursuant to sections 105(a), 365(a), and 554 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ), and Rules 6006 and 6007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), seeking entry of an order (the Order ) (i) authorizing the Debtors to reject, nunc pro tunc to October 31, 2018 (the Rejection Effective Date ), certain leases of nonresidential real property, including amendments 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: RM Holdco LLC (6847); RM Opco LLC (7122); RM HQ LLC (8615); RM Chevys LLC (N/A); RM Acapulco LLC (N/A); and RM El Torito LLC (N/A). The Debtors headquarters and mailing address is 5660 Katella Avenue, Suite 200, Cypress, CA The Debtors operate restaurants under the following names: (1) El Torito Cantina Autentica; (2) Chevys Fresh Mex; (3) Acapulco Restaurant y Cantina; (4) El Torito Grill Mexican Revolution; (5) Sinigual Contemporary Mexican Cuisine; (6) Las Brisas; and (7) Who Song and Larry s. 2 Capitalized terms not otherwise defined herein shall have the meaning set forth in the First Day Declaration (as defined herein).

2 Case MFW Doc 357 Filed 10/31/18 Page 2 of 12 or modifications thereto and (ii) authorizing the Debtors to abandon any remaining property at such locations, to the extent such property is not already deemed abandoned under applicable non-bankruptcy law. In support of this Motion, the Debtors respectfully state as follows: JURISDICTION AND VENUE 1. 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, This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). The Debtors consent, pursuant to Rule (f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, to the entry of a final order or judgment by the Court in connection with this Motion if it is 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. 2. Venue is proper pursuant to 28 U.S.C and The legal authority for the relief requested in this Motion is sections 105(a), 365(a), and 554 of the Bankruptcy Code, and Bankruptcy Rules 6006 and GENERAL BACKGROUND 4. On August 5, 2018 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. On August 7, 2018 the United States Bankruptcy Court for the District of Delaware (the Court ) entered an order [D.I. 43] authorizing the joint administration and procedural consolidation of these cases (the Chapter 11 Cases ) pursuant to Bankruptcy Rule 1015(b). 2

3 Case MFW Doc 357 Filed 10/31/18 Page 3 of The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No party has requested the appointment of a trustee or examiner in the Chapter 11 Cases, and no statutory committee has been appointed. 6. Additional information regarding the Debtors, including their business operations, corporate and capital structure, and the events leading to the commencement of the Chapter 11 Cases, is set forth in the Declaration of Jonathan Tibus in Support of the Debtors Chapter 11 Petitions and First Day Pleadings [D.I. 14] (the First Day Declaration ) and incorporated by reference herein. 7. On September 28, 2018, the Court entered that certain Order (I) Approving Asset Purchase Agreement and Authorizing the Sale of Certain Assets of the Debtors Outside of the Ordinary Course of Business, (II) Authorizing the Sale of Assets Free and Clear of all Liens, (III) Authorizing the Assumption and Assignment or Rejection of Certain Executory Contracts and Unexpired Leases and (IV) Granting Related Relief [D.I. 288] (the Sale Order ), thereby approving the sale of certain of the Debtors assets and the assumption and assignment of certain executory contracts and unexpired leases to FM Restaurants (PT), LLC (the Purchaser ), pursuant to that certain Asset Purchase Agreement dated August 5, 2018 (the APA ). The Purchaser has subsequently assigned its rights and obligations pursuant to the APA to certain assignees including FM Restaurants HoldCo LLC ( FM HoldCo ) pursuant to that certain Assignment of Rights and Obligations Agreement, made and dated as of October 28, 2018 (the APA Assignment Agreement ) among Purchaser and the parties listed as Purchaser s Assignees on Schedule 1 attached thereto (the Purchaser Assignees ). 3

4 Case MFW Doc 357 Filed 10/31/18 Page 4 of In accordance with the Sale Order, following its review of the Debtors contracts and leases, the Purchaser determined that it would exclude certain unexpired leases of nonresidential real property from the assets acquired under the APA. Given this decision, the Debtors have now determined in their business judgment that it is in their best interests to reject these unexpired leases, thereby avoiding the potential incurrence of additional expenses for leases that are of no value to the Debtors and their estates and premises that have been returned to applicable landlords by the Rejection Effective Date. RELIEF REQUESTED 9. By this Motion, the Debtors request entry of the Order, substantially in the form attached hereto as Exhibit A, authorizing the Debtors to: (a) reject certain unexpired leases of nonresidential real property, a list of which is annexed as Schedule 1 to Exhibit A attached hereto, each effective nunc pro tunc to the Rejection Effective Date; and (b) abandon any remaining property at such locations, to the extent such property is not already deemed abandoned under applicable nonbankruptcy law. NONRESIDENTIAL REAL PROPERTY LEASES 10. The Debtors seek to reject thirteen (13) leases of nonresidential real property, including amendments or modifications thereto (collectively, the Rejected Leases ), relating to locations in the cities of Upland, Foster City, Montclair, Gilroy, Buena Park, Rancho Cucamonga, Fresno, Moreno Valley, Richmond, Sun Valley, Novato (all in California), as well as Lake Oswego and Hillsboro (both in Oregon), respectively (collectively, the Rejected Locations ). In connection therewith, the Debtors returned the keys to these locations to their 4

5 Case MFW Doc 357 Filed 10/31/18 Page 5 of 12 applicable landlords by the Rejection Effective Date and, in furtherance thereof, indicated their intent to unequivocally surrender their interests in such Rejected Leases. Because the Purchaser has determined to exclude these leases from assets purchased under the APA, the Debtors believe that continued operation of the Debtors businesses at those locations would be burdensome and detrimental to the Debtors chapter 11 efforts. The Debtors further believe that the Rejected Leases are not marketable, and, therefore, are unlikely to generate any value for the estates or their creditors. 11. The Debtors have vacated the Rejected Locations by the Rejection Effective Date, and delivered possession of the Rejected Locations to their respective landlords. 12. Under the APA, the Purchaser is entitled to, and Purchaser or the Purchaser Assignees will have made arrangements regarding, any furniture, fixtures and equipment at the Rejected Locations that the Purchaser has acquired and of which the Purchaser will take possession. Further, the Debtors have removed by the Rejection Effective Date, any other property that had more than de minimis value. However, it is possible that certain personal property that the Purchaser or Purchaser Assignees are not acquiring may have remained at the Rejected Locations following surrender of the property (collectively, the Remaining Property ). The Debtors have concluded, in their business judgment, that removal and/or storage of such Remaining Property would be prohibitively expensive or difficult and would create a disproportionate burden relative to the value that removal or storage would provide. Further, the cost of retrieving, marketing, and reselling the Remaining Property would outweigh any recovery that the Debtors could reasonably hope to obtain from such sales. Therefore, in an abundance of caution, the Debtors also seek to abandon any Remaining Property that may be left at the Rejection Locations effective as of the Rejection Effective Date. 5

6 Case MFW Doc 357 Filed 10/31/18 Page 6 of 12 BASIS FOR RELIEF REQUESTED A. Rejection of the Rejected Leases Nunc Pro Tunc to the Rejection Effective Date is Authorized by Section 365(a) of the Bankruptcy Code 13. Section 365(a) of the Bankruptcy Code provides that a trustee or debtor in possession subject to the court s approval may... reject any executory contract or unexpired lease of the debtor. 11 U.S.C. 365(a); see also In re Univ. Med. Ctr., 973 F.2d 1065, 1075 (3d Cir. 1992). This provision allows a trustee to relieve the bankruptcy estate of burdensome agreements which have not been completely performed. Stewart Title Guar. Co. v. Old Republic Nat l Title Ins. Co., 83 F.3d 735, 741 (5th Cir. 1996) (quoting Phoenix Exploration, Inc. v. Yaquinto (In re Murexco Petroleum, Inc.), 15 F.3d 60, 62 (5th Cir. 1994)). 14. The decision to assume or reject an executory contract or unexpired lease is governed by the business judgment standard. See NLRB v. Bildisco & Bildisco (In re Bildisco), 682 F.2d 72, 79 (3d Cir. 1982) ( The usual test for rejection of an executory contract is simply whether rejection would benefit the estate, the business judgment test. ); Delightful Music Ltd. v. Taylor (In re Taylor), 913 F.2d 102, 107 (3d Cir. 1990); see also Comput. Sales Int l, Inc. v. Fed. Mogul (In re Fed. Mogul Glob., Inc.), 293 B.R. 124, 126 (D. Del. 2003); In re HQ Glob. Holdings, 290 B.R. 507, 511 (Bankr. D. Del. 2003). The business judgment standard mandates that a court approve a trustee s or debtor s business decision unless the decision is the product of bad faith, whim, or caprice. See In re Fed. Mogul Glob., Inc., 293 B.R. at 126 (court should approve a debtor s decision to reject a contract unless the decision is the product of bad faith or a gross abuse of discretion); In re Trans World Airlines, Inc., 261 B.R. 103, 121 (Bankr. D. Del. 2001) ( A debtor s decision to reject an executory contract must be summarily affirmed unless it is the product of bad faith, or whim or caprice. ); Summit Land Co. v. Allen (In re 6

7 Case MFW Doc 357 Filed 10/31/18 Page 7 of 12 Summit Land Co.), 13 B.R. 310, 315 (Bankr. D. Utah 1981) ( [C]ourt approval under Section 365(a)... except in extraordinary situations, should be granted as a matter of course. ). 15. Rejection of an executory contract or unexpired lease is appropriate where rejection of the contract or lease would benefit the estate. See Sharon Steel Corp. v. Nat l Fuel Gas Distribution Corp., 872 F.2d 36, 39 (3d Cir. 1989). The standard for rejection is satisfied when a trustee or debtor has made a business determination that rejection will benefit the estate. Commercial Fin., Ltd. v. Hawaii Dimensions, Inc. (In re Hawaii Dimensions, Inc.), 47 B.R. 425, 427 (D. Haw. 1985) ( Under the business judgment test, a court should approve a debtor s proposed rejection if such rejection will benefit the estate. ). Thus, if the trustee s or debtor s business judgment has been reasonably exercised, a court should approve the assumption or rejection of an executory contract or an unexpired lease. See, e.g., In re Fed. Mogul Glob., Inc., 293 B.R. at Courts may allow a trustee or debtor to retroactively reject an executory contract or an unexpired lease to avoid unduly exposing a debtor s estate to unwarranted postpetition administrative or other expenses. See NLRB v. Bildisco & Bildisco, 465 U.S. 513, 530 (1984) (stating that rejection relates back to the petition date); Thinking Machs. v. Mellon Fin. Servs. Corp. (In re Thinking Machs. Corp.), 67 F.3d 1021, 1028 (1st Cir. 1995) ( In the section 365 context... bankruptcy courts may enter retroactive orders of approval, and should do so when the balance of equities preponderates in favor of such remediation. ); Stonebriar Mall Ltd. P ship v. CCI Wireless, LLC (In re CCI Wireless, LLC), 297 B.R. 133, 140 (D. Col. 2003) ( [T]he bankruptcy court has authority under section 365(d)(3) to set the effective date of rejection at least as early as the filing date of the motion to reject. ); In re Amber s Stores, 193 B.R. 819, 827 7

8 Case MFW Doc 357 Filed 10/31/18 Page 8 of 12 (N.D. Tex. 1996); Constant Ltd. P ship v. Jamesway Corp. (In re Jamesway Corp.), 179 B.R. 33, (S.D.N.Y. 1995) (affirming bankruptcy court s retroactive approval of lease rejection). 17. Courts in this jurisdiction have previously considered retroactive rejection of unexpired leases. See In re Namco Cybertainment, Inc., Case No (PJW) (Bankr. D. Del. Feb. 6, 1998). In Namco, the court permitted retroactive rejection on the conditions that (a) the premises (and the keys thereto) subject to a lease were surrendered with an unequivocal statement of abandonment to the landlord or lessor, (b) the motion was filed and served on the landlord or lessor, (c) the official committee consented to the relief requested in the motion, and (d) the debtor acknowledged that it would not have the right to withdraw the motion prior to the hearing. 18. The Debtors have determined, in their business judgment, that the Rejected Leases are not essential to the Debtors ongoing business operations and represent unnecessary operating costs. Accordingly, the Debtors have ceased operations at the Rejected Locations by no later than the Rejection Effective Date and surrendered the premises to the applicable landlords. To avoid potential burdensome payment obligations and arguments of administrative expense related to the Rejected Leases, the Debtors seek to reject the Rejected Leases pursuant to section 365(a) of the Bankruptcy Code, effective as of the Rejection Effective Date. 19. The Debtors have done all that is required for rejection of the Rejected Leases nunc pro tunc as of the Rejection Effective Date. Specifically, (i) the Debtors have vacated the Rejected Locations and tendered possession of such properties to the affected landlords by relinquishing the keys to such properties and, in connection therewith, indicated that the Debtors were unequivocally surrendering their interests in the Rejected Leases; (ii) by this Motion, filed and served on the affected landlords via overnight delivery, the Debtors unequivocally state that 8

9 Case MFW Doc 357 Filed 10/31/18 Page 9 of 12 they surrender their interests in the Rejected Leases; and (iii) the Debtors acknowledge that they cannot and will not withdraw this Motion absent consent of affected landlords. Accordingly, the Debtors submit that they have fulfilled the requirements for nunc pro tunc relief with respect to the rejection of the Rejected Leases. B. Abandonment of Any Remaining Property Located at the Rejected Locations is Authorized by Section 554(a) of the Bankruptcy Code 20. Section 554(a) of the Bankruptcy Code provides that [a]fter notice and a hearing, the [debtor] may abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate. 11 U.S.C. 554(a); see also Hanover Ins. Co. v. Tyco Indus., Inc., 500 F.2d 654, 657 (3d Cir. 1974) ( [A trustee] may abandon his claim to any asset, including a cause of action, he deems less valuable than the cost of asserting that claim. ). A trustee or debtor need only show that their decision to abandon any property reflects the exercise of their business judgment. See, e.g., In re Contract Research Sols., Inc., Case No , 2013 WL , at *4 (Bankr. D. Del. May 1, 2013) ( [A debtor] need only demonstrate that [it] has exercised sound business judgment in making the determination to abandon. ). The right to abandon property is virtually unfettered unless (a) abandonment of the property will contravene laws designed to protect public health and safety or (b) the property poses an imminent threat to the public s welfare. See In re Midlantic Nat l Bank, 474 U.S. 494, 501 (1986). Neither of these limitations is relevant under the present facts. 21. The Debtors have determined, in their business judgment, that any Remaining Property will be burdensome to the Debtors estates to store or remove, and that the costs associated with the retrieval, marketing, and reselling of such Remaining Property would exceed the recoveries, if any, that the Debtors could reasonably obtain in exchange for such property. Accordingly, the Debtors submit that the abandonment of the Remaining Property, effective as 9

10 Case MFW Doc 357 Filed 10/31/18 Page 10 of 12 of the Rejection Effective Date, is in the best interests of the Debtors and their estates and request that any Remaining Property be deemed abandoned pursuant to section 554 of the Bankruptcy Code, to the extent such property is not already deemed abandoned under applicable non-bankruptcy law. RESERVATION OF RIGHTS 22. Nothing in this Motion: (i) is intended or shall be deemed to constitute an assumption of any agreement pursuant to section 365 of the Bankruptcy Code or an admission as to the validity of any claim against the Debtors or their estates; (ii) shall impair, prejudice, waive, or otherwise affect the rights of the Debtors or their estates to contest the validity, priority, or amount of any claim against the Debtors or their estates; (iii) shall impair, prejudice, waive, or otherwise affect the rights of the Debtors or their estates with respect to any and all claims or causes of action against any third party; or (iv) shall be construed as a promise to pay a claim or continue any applicable program post-petition, which decision shall be in the discretion of the Debtors. NOTICE 23. Notice of this Motion will be provided to: (i) the Office of the United States Trustee for the District of Delaware; (ii) the holders of the thirty (30) largest unsecured claims against the Debtors on a consolidated basis; (iii) Thompson Hine LLP as counsel to Wells Fargo Bank, National Association as agent to the Prepetition Secured Lenders; (iv) Cleary Gottlieb Steen & Hamilton LLP as counsel to Z Capital Group, LLC; (v) Morris, Nichols, Arsht & Tunnell LLP as co-counsel to Z Capital Group, LLC; (vi) Schulte Roth & Zabel LLP and Landis, Roth & Cobb, LLP as counsel to Tennenbaum Capital Partners, LLC; (vii) the parties listed on Schedule 1 to Exhibit A (via overnight delivery); and (viii) and all parties who, as of the filing of 10

11 Case MFW Doc 357 Filed 10/31/18 Page 11 of 12 this Motion, have filed a notice of appearance and request for service of papers pursuant to Bankruptcy Rule In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is necessary. NO PRIOR REQUEST 24. The Debtors have not previously sought the relief requested herein from this or any other court. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 11

12 Case MFW Doc 357 Filed 10/31/18 Page 12 of 12 WHEREFORE, the Debtors respectfully request that the Court enter the Order, in substantially the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as the Court deems just and proper. Dated: October 31, 2018 Wilmington, Delaware SIDLEY AUSTIN LLP Christina M. Craige Ariella Thal Simonds Laurie Tomassian 555 West Fifth Street, Suite 4000 Los Angeles, California Telephone: (213) Facsimile: (213) and- YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Andrew L. Magaziner Robert S. Brady (No. 2847) Michael R. Nestor (No. 3526) Edmon L. Morton (No. 3856) Andrew L. Magaziner (No. 5426) Elizabeth S. Justison (No. 5911) Rodney Square 1000 North King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION 12

13 Case MFW Doc Filed 10/31/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: RM Holdco LLC, et al. 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) NOTICE OF MOTION Hearing Date: December 4, 2018 at 10:30 a.m. (ET) Objection Deadline: November 14, 2018 at 4:00 p.m. (ET) TO: (I) THE OFFICE OF THE UNITED STATES TRUSTEE FOR THE DISTRICT OF DELAWARE; (II) THE HOLDERS OF THE THIRTY (30) LARGEST UNSECURED CLAIMS AGAINST THE DEBTORS ON A CONSOLIDATED BASIS; (III) THOMPSON HINE LLP AS COUNSEL TO WELLS FARGO BANK, NATIONAL ASSOCIATION AS AGENT TO THE PREPETITION SECURED LENDERS; (IV) CLEARY GOTTLIEB STEEN & HAMILTON LLP AS COUNSEL TO Z CAPITAL GROUP, LLC; (V) MORRIS, NICHOLS, ARSHT & TUNNELL LLP AS CO-COUNSEL TO Z CAPITAL GROUP, LLC; (VI) SCHULTE ROTH & ZABEL LLP AND LANDIS, ROTH & COBB, LLP AS COUNSEL TO TENNENBAUM CAPITAL PARTNERS, LLC; (VII) THE PARTIES LISTED ON SCHEDULE 1 TO EXHIBIT A TO THE MOTION (VIA OVERNIGHT DELIVERY); AND (VIII) AND ALL PARTIES WHO, AS OF THE FILING OF THE MOTION, HAVE FILED A NOTICE OF APPEARANCE AND REQUEST FOR SERVICE OF PAPERS PURSUANT TO BANKRUPTCY RULE ANY PARTY RECEIVING THIS MOTION SHOULD LOCATE ITS NAME AND ITS REJECTED LEASE IDENTIFIED ON SCHEDULE 1 TO THE PROPOSED ORDER 01: 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: RM Holdco LLC (6847); RM Opco LLC (7122); RM HQ LLC (8615); RM Chevys LLC (N/A); RM Acapulco LLC (N/A); and RM El Torito LLC (N/A). The Debtors headquarters and mailing address is 5660 Katella Avenue, Suite 200, Cypress, CA The Debtors operate restaurants under the following names: (1) El Torito Cantina Autentica; (2) Chevys Fresh Mex; (3) Acapulco Restaurant y Cantina; (4) El Torito Grill Mexican Revolution; (5) Sinigual Contemporary Mexican Cuisine; (6) Las Brisas; and (7) Who Song and Larry s.

14 Case MFW Doc Filed 10/31/18 Page 2 of 3 PLEASE TAKE NOTICE that RM Holdco LLC and its affiliated debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ) have filed the attached Debtors Third Omnibus Motion for Entry of an Order Pursuant to Sections 105(a), 365(a), and 554 of the Bankruptcy Code Authorizing (I) Rejection of Certain Leases of Nonresidential Real Property Effective Nunc Pro Tunc to October 31, 2018 and (II) Abandonment of Any Real Remaining Property at Locations Covered by Rejected Real Property Leases (the Motion ). PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion must be filed on or before November 14, 2018 at 4:00 p.m. (ET) (the Objection Deadline ) with the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 North Market Street, Wilmington, Delaware At the same time, you must serve a copy of any response or objection upon the undersigned counsel to the Debtors so as to be received on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL BE HELD ON DECEMBER 4, 2018 AT 10:30 A.M. (ET) BEFORE THE HONORABLE MARY F. WALRATH IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 5TH FLOOR, COURTROOM NO. 4, WILMINGTON, DELAWARE PLEASE TAKE FURTHER NOTICE THAT, IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED, AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THEN THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR A HEARING. 01:

15 Case MFW Doc Filed 10/31/18 Page 3 of 3 Dated: October 31, 2018 Wilmington, Delaware SIDLEY AUSTIN LLP Christina M. Craige Ariella Thal Simonds Laurie Tomassian 555 West Fifth Street, Suite 4000 Los Angeles, California Telephone: (213) Facsimile: (213) and- YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Andrew L. Magaziner Robert S. Brady (No. 2847) Edmon L. Morton (No. 3856) Andrew L. Magaziner (No. 5426) Elizabeth S. Justison (No. 5911) Rodney Square 1000 North King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION 01:

16 Case MFW Doc Filed 10/31/18 Page 1 of 6 Exhibit A Proposed Order

17 Case MFW Doc Filed 10/31/18 Page 2 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: RM Holdco LLC, et al. 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Re: Docket No. _ ORDER AUTHORIZING (I) REJECTION OF CERTAIN LEASES OF NONRESIDENTIAL REAL PROPERTY EFFECTIVE NUNC PRO TUNC TO OCTOBER 31, 2018 AND (II) ABANDONMENT OF ANY REMAINING PROPERTY AT LOCATIONS COVERED BY REJECTED REAL PROPERTY LEASES Upon the motion ( Motion ) 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors ) for entry of an order (this Order ) (i) authorizing the Debtors to reject, nunc pro tunc to October 31, 2018 (the Rejection Effective Date ), certain leases of nonresidential real property, including amendments or modifications thereto and (ii) authorizing the Debtors to abandon any remaining property at locations subject to rejected leases as of the time of rejection; and this Court having 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; and this matter being a core proceeding within the meaning of 28 U.S.C. 157(b)(2); and this Court being able to issue a final order consistent with Article III of the United States Constitution; and venue of this 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: RM Holdco LLC (6847); RM Opco LLC (7122); RM HQ LLC (8615); RM Chevys LLC (N/A); RM Acapulco LLC (N/A); and RM El Torito LLC (N/A). The Debtors headquarters and mailing address is 5660 Katella Avenue, Suite 200, Cypress, CA The Debtors operate restaurants under the following names: (1) El Torito Cantina Autentica; (2) Chevys Fresh Mex; (3) Acapulco Restaurant y Cantina; (4) El Torito Grill Mexican Revolution; (5) Sinigual Contemporary Mexican Cuisine; (6) Las Brisas; and (7) Who Song and Larry s. 2 Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Motion.

18 Case MFW Doc Filed 10/31/18 Page 3 of 6 proceeding and the Motion in this district being proper pursuant to 28 U.S.C and 1409; and appropriate notice of and opportunity for a hearing on the Motion having been given; and the relief requested in the Motion being in the best interests of the Debtors estates, their creditors and other parties in interest; and this Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. The Rejected Leases set forth on Schedule 1 hereto are hereby rejected nunc pro tunc to the Rejection Effective Date. 3. The Debtors are authorized to abandon any Remaining Property at the Rejected Locations free and clear of all liens, claims, encumbrances and interests. Any Remaining Property at the Rejected Locations not previously abandoned under applicable non-bankruptcy law shall be deemed abandoned as of the Rejection Effective Date. The respective landlords under the Rejected Leases shall be and hereby are permitted to dispose of, retain, use, or sell any such Remaining Property abandoned at the Rejected Locations, in their sole discretion without further notice from this Court and without further notice or liability to the Debtors or any third party for such disposal and without waiver of any claim such landlords may have against the Debtors for the disposal of such Remaining Property. 4. Nothing in this Order shall prejudice any party s rights to assert that the Rejected Leases are not, in fact, executory within the meaning of section 365 of the Bankruptcy Code. 5. The Debtors do not waive any claims that they may have against any counterparty to the Rejected Leases, whether or not such claims arise under, are related to the rejection of, or are independent to the Rejected Leases. 2

19 Case MFW Doc Filed 10/31/18 Page 4 of 6 6. Nothing in this Order: (i) is intended or shall be deemed to constitute an assumption of any agreement pursuant to section 365 of the Bankruptcy Code or an admission as to the validity of any claim against the Debtors or their estates; (ii) shall impair, prejudice, waive, or otherwise affect the rights of the Debtors or their estates to contest the validity, priority, or amount of any claim against the Debtors or their estates; (iii) shall impair, prejudice, waive, or otherwise affect the rights of the Debtors or their estates with respect to any and all claims or causes of action against any third party; or (iv) shall be construed as a promise to pay a claim or continue any applicable program post-petition, which decision shall be in the discretion of the Debtors. 7. Claims arising out of the rejection of the Rejected Leases must be filed by the deadline for filing such proofs of claim set by prior order of this Court [D.I. 322]. 8. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 9. The requirements in Bankruptcy Rules 6006 and 6007 are satisfied. 10. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion. 11. This Court shall retain exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. 3

20 Case MFW Doc Filed 10/31/18 Page 5 of 6 Schedule 1 Rejected Leases

21 Case MFW Doc Filed 10/31/18 Page 6 of 6 Landlord Name Rejected Leases Store Information No. Location Address Fay R Stalmer 1984 Trust 2 Sun Valley, CA 8431 Sunland Boulevard Sun Valley, CA Branch Three, L.P. 46 Montclair, CA 9405 Monte Vista Avenue Montclair, CA Brixton-Alto Shopping Center, LLC 68 Moreno Valley, CA Frederick Street Moreno Valley, CA ACD Investments, Inc Richmond, CA 3101 Garrity Way Richmond, CA Yongqi Wang and Zuo Zuo 2033 Gilroy, CA 8440 Murray Avenue Gilroy, CA PK II Tanasbourne Village LP 2057 Hillsboro, OR 1951 NW 185th Avenue Hillsboro, OR CNL Funding 2000-A, LP 2063 Lake Oswego, OR Bangy Road Lake Oswego, OR JCC California Properties LLC 2081 Novato, CA 128 Vintage Way Novato, CA Anthony H. Jew, M.D Fresno, CA 2840 Tulare Street Fresno, CA A&A Lee Family Limited Partnership 7131 Foster City, CA 388 Vintage Park Drive Foster City, CA Lyons Buena Park, LLC 7135 Buena Park, CA 5980 Orangethorpe Buena Park, CA DMP Properties, Western Properties Three 7188 Upland, CA 335 Mountain Avenue Upland, CA Foothill Select, LP 7249 Rancho Cucamonga, CA Foothill Boulevard Rancho Cucamonga, CA 91730