In re: ) Chapter 11 Z GALLERIE, LLC,upshotservices.s3.amazonaws.com/files/577613f6-12e... ·...

KE 59412976 PHIL1 7689033v.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) Z GALLERIE, LLC, et al.,1 ) Case No. 19-10488 (___) ) Debtors. ) (Joint Administration Requested) )

DEBTORS’ MOTION SEEKING ENTRY OF INTERIM AND FINAL ORDERS (I) DETERMINING

ADEQUATE ASSURANCE OF PAYMENT FOR FUTURE UTILITY SERVICES, (II) PROHIBITING UTILITY PROVIDERS FROM

ALTERING, REFUSING, OR DISCONTINUING UTILITY SERVICES, (III) ESTABLISHING PROCEDURES FOR DETERMINING ADEQUATE ASSURANCE OF PAYMENT, (IV) AUTHORIZING FEE PAYMENTS TO ENGIE FOR SERVICES

PERFORMED, (V) REQUIRING UTILITY PROVIDERS TO RETURN DEPOSITS FOR UTILITY SERVICES NO LONGER IN USE, AND (VI) GRANTING RELATED RELIEF

The above-captioned debtors and debtors in possession (collectively, the “Debtors”)

respectfully state as follows in support of this motion:2

Relief Requested

1. The Debtors seek entry of interim and final orders, substantially in the forms

attached hereto as Exhibit A and Exhibit B (respectively, the “Interim Order” and “Final

Order”): (a) determining adequate assurance of payment for future utility services; (b)

prohibiting utility providers from altering, refusing, or discontinuing services; (c) establishing

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, are: Z Gallerie, LLC (3816) and Z Gallerie Holding Company, LLC (5949). The location of the Debtors’ service address is: 1855 West 139th Street, Gardena, CA 90249.

2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of Mark Weinsten, Interim President and Chief Executive Officer of Z Gallerie, LLC, in Support of Chapter 11 Petitions and First Day Motions (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 (the “Bankruptcy Code”) on March 11, 2019 (the “Petition Date”). Capitalized terms used but not otherwise defined in this Motion shall have the meanings given to them in the First Day Declaration.

Case 19-10488 Doc 9 Filed 03/11/19 Page 1 of 17

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procedures for determining adequate assurance of payment; (d) authorizing fee payments to

ENGIE Insight Services Inc. (“ENGIE”) for services performed; (e) requiring utility providers to

return deposits for utility services no longer in use; and (f) granting related relief. In addition,

the Debtors request that the Court schedule a final hearing within approximately 30 days of the

commencement of these chapter 11 cases to consider entry of the Final Order.

Jurisdiction and Venue

2. 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

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 9013-1(f) of the

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

District of Delaware (the “Local Rules”), 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.

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

4. The statutory bases for the relief requested herein are sections 105(a) and 366 of

the Bankruptcy Code, Bankruptcy Rules 6003 and 6004, and Local Rule 9013-1(m).

The Utility Services

5. In connection with the operation of their businesses and management of their

properties, the Debtors historically obtain water, sewer service, electricity, waste disposal,

natural gas, and other similar services (collectively, the “Utility Services”) from a number of


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utility providers or their brokers (collectively, the “Utility Providers”). A nonexclusive list of

the Utility Providers and their affiliates that provide Utility Services to the Debtors as of the

Petition Date (the “Utility Services List”) is attached hereto as Exhibit C.3

6. To manage the Debtors’ payments owed to most of their Utility Providers, Debtor

Z Gallerie, LLC entered into that certain Master Service Agreement with Ecova, Inc. (“Ecova”),

now known as ENGIE Insight Services Inc., dated January 11, 2017 (as amended, modified, and

supplemented from time to time, the “Service Agreement”). Pursuant to the Service Agreement,

the Debtors pay ENGIE the amounts invoiced for the Utility Services managed by ENGIE, plus

a monthly fee of approximately $1,500 in the ordinary course of business. As of the Petition

Date, the Debtors owe approximately $5,000 in fees under the Service Agreement to ENGIE.

7. Pursuant to the leases for several of the Debtors’ stores, certain Utility Services

are billed directly to the Debtors’ landlords and passed through to the Debtors as part of the

Debtors’ lease payments in accordance with the applicable lease agreements. The relief

requested herein is with respect to all Utility Providers supplying Utility Services to the Debtors,

but not, for the avoidance of doubt, those that indirectly supply services through the applicable

landlords.4

8. Uninterrupted Utility Services are essential to the Debtors’ ongoing business

operations and, hence, the overall success of these chapter 11 cases. As of the Petition Date, the

Debtors’ business includes 76 brick and mortar retail locations, as well as 2 distribution centers

3 Although Exhibit C attached hereto is intended to be comprehensive, the Debtors may have inadvertently

omitted one or more Utility Providers. By this motion, the Debtors request relief applicable to all Utility Providers, regardless of whether such Utility Provider is specifically identified on Exhibit C attached hereto.

4 As of the Petition Date, the Debtors are negotiating rent concessions with certain of their landlords that pay for and pass through the cost of Utility Services to the Debtors. Notwithstanding any current or future nonpayment, deferral, waiver, or other compromise of rent, the Debtors respectfully submit that such landlords be required to continue to pay for Utility Services in the ordinary course until the effective date of the rejection of the applicable lease agreement, if any, pursuant to section 365 of the Bankruptcy Code.


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and corporate offices. These locations require electricity, telecommunications, internet, heat,

water, waste management (including sewer and trash), and other utility services to operate.

Should any Utility Provider refuse or discontinue service, even for a brief period, the Debtors’

business operations would be severely disrupted, and such disruption would jeopardize the

Debtors’ ability to administer their chapter 11 cases. Such disruption would adversely affect

customer goodwill and employee relations, which, in turn, would negatively affect the Debtors’

revenues. Accordingly, it is essential that the Utility Services continue uninterrupted during the

chapter 11 cases.

9. On average, the Debtors pay approximately $148,000 each month for third-party

Utility Services, calculated as a historical average payment for the twelve-month period ending

February 28, 2019, including services paid under the Service Agreement and certain services

paid directly by the Debtors and excluding Utility Services billed directly to the Debtors’

landlords. The Debtors estimate that their cost for Utility Services during the next 30 days (not

including any deposits to be paid or fees payable to ENGIE) will be approximately $148,000.

The Debtors estimate the aggregate amount currently held as deposits or prepayments by the

Utility Providers providing services to stores that the Debtors intend to continue operating is

approximately $135,000.5

I. The Proposed Adequate Assurance and Adequate Assurance Procedures.

10. The Debtors intend to pay postpetition obligations to the Utility Providers in a

timely manner. Cash held by the Debtors, cash generated in the ordinary course of business, and

cash available to the Debtors under any postpetition financing facility will provide sufficient

5 To the extent that Utility Providers are holding deposits, the Debtors will engage with such Utility Providers to

ensure that the combination of any such deposit and funds in the Adequate Assurance Account are sufficient to satisfy the Debtors’ obligations under Section 366 of the Bankruptcy Code.


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liquidity to pay the Debtors’ Utility Service obligations in accordance with their prepetition

practice.

11. To provide additional assurance of payment, the Debtors propose to deposit into a

segregated account $75,000 (the “Adequate Assurance Deposit”), which represents an amount

equal to approximately one-half of the Debtors’ average monthly cost of Utility Services,

calculated based on the Debtors’ average utility expenses over the twelve-month period ending

February 28, 2019, excluding Utility Services billed directly to the Debtors’ landlords and the

average monthly fee paid to ENGIE. Postpetition, the Debtors intend to conduct store closing

sales for certain stores (the “Closing Stores”).6 Once these stores are closed and their

corresponding utilities accounts are settled, in accordance with the Adequate Assurance

Procedures described below, the Adequate Assurance Deposit will be reduced by one-half of the

average monthly cost of Utility Services provided to the Closing Stores, calculated based on the

aforementioned historical average, to align with the go-forward average monthly cost of Utility

Services.

12. The Adequate Assurance Deposit will be held in a segregated account

(the “Adequate Assurance Account”) at JP Morgan Chase Bank, N.A. (“JP Morgan”) for the

6 Pursuant to the Debtors’ Motion Seeking Entry of Interim and Final Orders (I) Authorizing Debtors to Reject

Certain Unexpired leases of Nonresidential Real Property, (II) Approving Procedures for Store Closing Sales, (III) Authorizing Customary Bonuses to Employees of Closing Stores, and (IV) Granting Related Relief. (the “Store Closing Motion”), filed contemporaneously herewith, the Debtors seek, on an interim and final basis store closing or similar themed sales in accordance with the terms of the store closing sale procedures. The Debtors estimate that Utility Providers servicing the Closing Stores hold a de minimus amount of additional deposits, which the Debtors intend to recover during these chapter 11 cases. Upon the closure of one of the Closing Stores, and the discontinuance of the Utility Services associated therewith, or the termination of Utility Services independent thereof, the Debtors may, in their discretion and without further order of this Court, reduce the Adequate Assurance Deposit by an amount not exceeding, for each of the Utility Services being discontinued, the lesser of (i) the estimated two-week utility expense for such Utility Services and (ii) the amount of the Adequate Assurance Deposit then attributable to the applicable Utility Provider; provided that for any Utility Provider for which the Adequate Assurance Deposit is reduced, the Debtors shall have (i) provided such Utility Provider with fourteen (14) days’ notice of such reduction and (ii) paid such Utility Provider in full for any outstanding postpetition Utility Services before reducing the Adequate Assurance Deposit.


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benefit of the Utility Providers and for the duration of these chapter 11 cases and may be applied

to any postpetition payment defaults owed to the Utility Providers by the Debtors. The Adequate

Assurance Deposit will be held by the Debtors; no liens will encumber the Adequate Assurance

Deposit or the Adequate Assurance Account. The Debtors submit that the Adequate Assurance

Deposit, in conjunction with the Debtors’ ability to pay for future utility services in accordance

with their prepetition practices (collectively, the “Proposed Adequate Assurance”), constitutes

sufficient adequate assurance to the Utility Providers in full satisfaction of section 366 of the

Bankruptcy Code.

13. Nevertheless, if any entity believes that it is a Utility Provider and seeks to make a

request for adequate assurance of future payment (each, an “Adequate Assurance Request”), the

Debtors request they be required to do so pursuant to the following procedures (the “Adequate

Assurance Procedures”):

a. The Debtors will serve a copy of this motion and the order granting the relief requested herein to each Utility Provider identified on Exhibit C within two business days after entry of the order by the Court.

b. Subject to paragraphs (f)–(j) herein, the Debtors will deposit the Adequate Assurance Deposit, in the aggregate amount of $75,000, in the Adequate Assurance Account within five business days after entry of the Interim Order.

c. Each Utility Provider shall be entitled to the funds in the Adequate Assurance Account in the amount set forth for such Utility Provider in the column labeled “Proposed Adequate Assurance” on the Utility Providers List.

d. If an amount relating to Utility Services provided postpetition by a Utility Provider is unpaid, and remains unpaid beyond any applicable grace period, such Utility Provider may request a disbursement from the Adequate Assurance Account by giving notice to: (i) the Debtors, Z Gallerie, LLC, 1855 W. 139th St., Gardena, California 90249 Attn: Mark Weinsten ([email protected]), (ii) proposed counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Emily K. S. Kehoe ([email protected]) and 300 North LaSalle Street, Chicago, Illinois 60654, Attn: Justin Bernbrock


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([email protected]) and Joshua Altman ([email protected]); (iii) proposed co-counsel to the Debtors, Klehr Harrison Harvey Branzburg LLP, 919 N. Market Street, Suite 1000, Wilmington, Delaware 19801, Attn; Domenic E. Pacitti ([email protected]) and Michael W. Yurkewicz ([email protected]); (iv) counsel to the DIP Agent, Buchanan Ingersoll & Rooney PC, 919 North Market Street, Suite 1500, Wilmington, Delaware 19801, Attn: Mary F. Caloway; (v) counsel to any statutory committee appointed in these cases; and (vi) the Office of The United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Jacklyn Weissgerber ([email protected]); and (vii) to the extent not listed herein, those parties requesting notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”). The Debtors shall honor such request within five business days after the date the request is received by the Debtors, subject to the ability of the Debtors and any such requesting Utility Provider to resolve any dispute regarding such request without further order of the Court. To the extent a Utility Provider receives a disbursement from the Adequate Assurance Account, the Debtors shall replenish the Adequate Assurance Account in the amount disbursed.

e. The portion of the Adequate Assurance Deposit attributable to each Utility Provider will be returned to the Debtors on the earlier of (i) reconciliation and payment by the Debtors of the Utility Provider’s final invoice in accordance with applicable non-bankruptcy law following the Debtors’ termination of Utility Services from such Utility Provider and (ii) the effective date of any chapter 11 plan confirmed in these chapter 11 cases.

f. Any Utility Provider desiring additional assurances of payment in the form of deposits, prepayments, or otherwise must serve a request for additional assurance (an “Additional Assurance Request”) on the Notice Parties.

g. Any Utility Provider that objects to the Debtors’ Proposed Adequate Assurance must serve an Additional Assurance Request on the Notice Parties.

h. Any Additional Assurance Request must: (i) be in writing, (ii) identify the location for which the Utility Services are provided, (iii) summarize the Debtors’ payment history relevant to the affected account(s), (iv) certify the amount that is equal to one-half the monthly cost of the Utility Services the Utility Provider supplies to the Debtors, calculated as a historical average over the twelve-month period ending February 28, 2019, (v) certify that the Utility Provider does not already hold a deposit equal to or greater than one-half the monthly cost of Utility Services, (vii) provide evidence that the Debtors have a direct obligation to the Utility Provider, and (viii) explain why the Utility Provider believes the


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Proposed Adequate Assurance is not sufficient adequate assurance of future payment.

i. Any Additional Assurance Request may be made at any time. If a Utility Provider fails to file and serve an Additional Assurance Request, the Utility Provider shall be (i) deemed to have received “satisfactory” adequate assurance of payment in compliance with section 366 of the Bankruptcy Code and (ii) forbidden from discontinuing, altering, or refusing Utility Services to, or discriminating against, the Debtors on account of any unpaid prepetition charges, or requiring additional assurance of payment other than the Proposed Adequate Assurance.

j. Upon the Debtors’ receipt of an Additional Assurance Request, the Debtors shall have 21 days from the receipt of the Additional Assurance Request (the “Resolution Period”) to negotiate with the Utility Provider to resolve the Utility Provider’s Additional Assurance Request.

k. Without further order of the Court, the Debtors may enter into agreements granting additional adequate assurance to a Utility Provider serving an Additional Assurance Request if the Debtors determine, in consultation with counsel to DIP Agent, that the Additional Assurance Request is reasonable.

l. If the Debtors determine, in their business judgment and in consultation with counsel to the DIP Agent, that the Additional Assurance Request is not reasonable and the Debtors are unable to reach an alternative resolution with the Utility Provider, the Debtors, during or immediately after the Resolution Period, will request a hearing (a “Determination Hearing”) before the Court to determine the adequacy of assurance of payment with respect to that Utility Provider pursuant to section 366(c)(3) of the Bankruptcy Code.

m. Pending resolution of such dispute at a Determination Hearing, the relevant Utility Provider shall be prohibited from altering, refusing, or discontinuing service to the Debtors on account of: (i) unpaid charges for prepetition services; (ii) a pending Additional Assurance Request; or (iii) any objections filed in response to the Proposed Adequate Assurance.

n. The Adequate Assurance Deposit deposited into the Adequate Assurance Account on behalf of any Utility Provider (including any additional amount deposited upon request of any applicable Utility Provider), or any portion thereof, shall be returned to the Debtors, less any amounts owed on account of unpaid, postpetition Utility Services, by no later than five business days following the earlier of the date upon which (i) a chapter 11 plan becomes effective after being confirmed in these chapter 11 cases or (ii) the Debtors provide notice to a Utility Provider that services provided


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to the Debtors by such Utility Provider will no longer be needed or will be reduced.

14. The Adequate Assurance Procedures set forth a streamlined process for Utility

Providers to address potential concerns with respect to the Proposed Adequate Assurance, while

at the same time allowing the Debtors to administer their chapter 11 estates uninterrupted. More

specifically, the Adequate Assurance Procedures permit a Utility Provider to object to the

Proposed Adequate Assurance by serving an Additional Assurance Request upon certain notice

parties. The Debtors, in their discretion, may then resolve any Additional Assurance Request by

mutual agreement with the Utility Provider and without further order of the Court. If the

Additional Assurance Request cannot be resolved by mutual agreement, the Debtors may seek

Court resolution of the Additional Assurance Request.

15. Absent compliance with the Adequate Assurance Procedures, the Debtors request

that the Utility Providers, including subsequently added Utility Providers, be forbidden from

altering, refusing, or discontinuing service or requiring additional assurance of payment other

than the Proposed Adequate Assurance, pending entry of a final order approving the relief

requested herein.

16. The relief requested herein is for all Utility Providers providing Utility Services to

the Debtors and is not limited to those parties or entities listed on the Utility Services List.

II. Subsequently Identified Utility Providers.

17. To the extent the Debtors identify new or additional Utility Providers or

discontinue services from existing Utility Providers, the Debtors seek authority to add or remove

parties from the Utility Services List. For any Utility Provider that is subsequently added to the

Utility Services List, the Debtors will serve such Utility Provider with a copy of the Court’s

order regarding Utility Services, including the Adequate Assurance Procedures, and increase the


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Adequate Assurance Deposit by an amount equal to approximately one-half of the Debtors’

average cost of services from the subsequently added Utility Provider, net of any prepetition

deposits, letters of credit, or surety bonds already provided to the Utility Provider in the ordinary

course of business. The Debtors request that the terms of such Utility Services order and the

Adequate Assurance Procedures apply to any subsequently identified Utility Provider to the

same extent as if the Utility Provider was listed on the original Utility Providers List attached

hereto. For any Utility Provider that is subsequently removed from the Utility Providers List, the

Debtors request the authority to decrease the Adequate Assurance Deposit by an amount equal to

approximately one-half of the Debtors’ average cost of services from such removed Utility

Provider.

Basis for Relief

18. Section 366 of the Bankruptcy Code protects a debtor against the immediate

termination or alteration of utility services after the Petition Date. See 11 U.S.C. § 366.

Section 366(c) requires the debtor to provide “adequate assurance” of payment for postpetition

services in a form “satisfactory” to the utility provider within thirty days of the Petition Date, or

the utility provider may alter, refuse, or discontinue service. 11 U.S.C. § 366(c)(2).

Section 366(c)(1) enumerates what constitutes “assurance of payment.” 11 U.S.C. § 366(c)(1).

Although assurance of payment must be “adequate,” it need not constitute an absolute guarantee

of the debtors’ ability to pay. See, e.g., In re Great Atl. & Pac. Tea Co., No. 11-CV-1338,

2011 WL 5546954, at *5 (Bankr. S.D.N.Y. Nov. 14, 2011) (finding that “[c]ourts will approve

an amount that is adequate enough to insure against unreasonable risk of nonpayment, but are not

required to give the equivalent of a guaranty of payment in full”); In re Caldor, Inc., 199 B.R. 1,

3 (S.D.N.Y. 1996) (“Section 366(b) requires . . . adequate assurance of payment. The statute


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does not require an absolute guarantee of payment.” (internal quotation and citation omitted)),

aff’d sub nom. Va. Elec. & Power Co. v. Caldor, Inc., 117 F.3d 646 (2d Cir. 1997).

19. When considering whether a given assurance of payment is “adequate,” the Court

should examine the totality of the circumstances to make an informed decision as to whether the

Utility Provider will be subject to an unreasonable risk of nonpayment. See Mass. Elec. Co. v.

Keydata Corp. (In re Keydata Corp.), 12 B.R. 156, 158 (B.A.P. 1st Cir. 1981) (citing In re

Cunha, 1 B.R. 330 (Bankr. E.D. Va. 1979)); In re Adelphia Bus. Solutions, Inc., 280 B.R. 63,

82–83 (Bankr. S.D.N.Y. 2002). Courts have recognized that, in determining the requisite level

of adequate assurance, “a bankruptcy court must focus upon the need of the utility for assurance,

and . . . require that the debtor supply no more than that, since the debtor almost perforce has a

conflicting need to conserve scarce financial resources.” Va. Elec. & Power Co., 117 F.3d at 650

(internal quotations omitted) (citing In re Penn Jersey Corp., 72 B.R. 981, 985 (Bankr. E.D. Pa.

1987)); see also In re Penn. Cent. Transp. Co., 467 F.2d 100, 103–04 (3d Cir. 1972) (affirming

bankruptcy court’s ruling that no utility deposits were necessary where such deposits likely

would “jeopardize the continuing operation of the [debtor] merely to give further security to

suppliers who already are reasonably protected”). Accordingly, demands by a Utility Provider

for a guarantee of payment should be refused when the Debtors’ specific circumstances already

afford adequate assurance of payment.

20. Here, the Utility Providers are adequately assured against any risk of nonpayment

for future services. The Adequate Assurance Deposit and the Debtors’ ongoing ability to meet

obligations as they come due in the ordinary course provides assurance of the Debtors’ payment

of their future obligations. Moreover, termination of any Utility Services could result in the

Debtors’ inability to operate their business to the detriment of all stakeholders. Cf. In re Monroe


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Well Serv., Inc., 83 B.R. 317, 321–22 (Bankr. E.D. Pa. 1988) (noting that without utility service,

the debtors “would have to cease operations” and that section 366 of the Bankruptcy Code “was

intended to limit the leverage held by utility companies, not increase it”).

21. Courts are permitted to fashion reasonable procedures, such as the Adequate

Assurance Procedures proposed herein, to implement the protections afforded under section 366

of the Bankruptcy Code. See, e.g., In re Circuit City Stores Inc., No. 08-35653, 2009 WL

484553, at *5 (Bankr. E.D. Va. Jan. 14, 2009) (“The plain language of § 366 of the Bankruptcy

Code allows the court to adopt the Procedures set forth in the Utility Order.”). Such procedures

are important because, without them, the Debtors “could be forced to address numerous requests

by utility companies in an unorganized manner at a critical period in their efforts to reorganize.”

Id. Here, notwithstanding a determination that the Debtors’ Proposed Adequate Assurance

constitutes sufficient adequate assurance, any rights the Utility Providers believe they have under

sections 366(b) and 366(c)(2) of the Bankruptcy Code are wholly preserved under the Adequate

Assurance Procedures. See id. at *5–6. The Utility Providers still may choose, in accordance

with the Adequate Assurance Procedures, to request modification of the Proposed Adequate

Assurance. See id. at *6. The Adequate Assurance Procedures, however, avoid a disorganized

process whereby each Utility Provider could make a last-minute demand for adequate assurance

that would force the Debtors to pay under the threat of losing critical Utility Services. See id. at

*5.

22. Because the Adequate Assurance Procedures are reasonable and in accord with

the purposes of section 366 of the Bankruptcy Code, the Court should grant the relief requested

herein. Similar procedures have been approved by courts in this district. See, e.g., In re ATD

Corp., Case No. 18-12221 (KJC) (Bankr D. Del. Oct. 26, 2018) (approving adequate assurance


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deposit equal to one-half of debtor’s average monthly utility expenses); In re TK Holdings Inc.,

No. 17-11375 (BLS) (Bankr. D. Del. Jul. 26, 2017) (same); In re Tidewater Inc., No. 17-11132

(BLS) (Bankr. D. Del. Jun. 13, 2017) (same); In re CST Indus. Holding Inc., No. 17-11292

(BLS) (Bankr. D. Del. Jun. 13, 2017) (same); In re Dex Media, Inc., No. 16-11200 (KG) (Bankr.

D. Del. May 16, 2016) (same); In re Emerald Oil, Inc., No. 16-10704 (KG) (Bankr. D. Del. Mar.

23, 2016) (same).7

23. Further, the Court possesses the power, under section 105(a) of the Bankruptcy

Code, to “issue any order, process, or judgment that is necessary or appropriate to carry out the

provisions of this title.” 11 U.S.C. § 105(a). The Adequate Assurance Procedures and the

Proposed Adequate Assurance are necessary and appropriate to carry out the provisions of the

Bankruptcy Code, particularly section 366. Accordingly, the Court should exercise its powers

under sections 366 and 105(a) of the Bankruptcy Code and approve both the Adequate

Assurance Procedures and the Proposed Adequate Assurance.

Processing of Checks and Electronic Fund Transfers Should Be Authorized

24. The Debtors have sufficient funds to pay the amounts described in this motion in

the ordinary course of business by virtue of expected cash flows from ongoing business

operations, the proposed debtor-in-possession financing, and anticipated access to cash

collateral. Under the Debtors’ existing cash management system, the Debtors have made

arrangements to readily identify checks or wire transfer requests relating to authorized payments

in respect of Utility Services, as applicable. Accordingly, the Debtors believe that checks or wire

transfer requests that are not related to authorized payments will not be honored inadvertently.

Therefore, the Debtors respectfully request that the Court authorize all applicable financial 7 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this motion.

Copies of these orders are available upon request of the Debtors’ proposed counsel.


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institutions, when requested by the Debtors, to receive, process, honor, and pay any and all

checks or wire transfer requests in respect of the relief requested in this motion.

The Requirements of Bankruptcy Rule 6003 Are Satisfied

25. Bankruptcy Rule 6003 empowers a court to grant relief within the first 21 days

after the Petition Date “to the extent that relief is necessary to avoid immediate and irreparable

harm.” Fed. R. Bankr. P. 6003. For the reasons discussed above, authorizing the Debtors to

deposit the Proposed Adequate Assurance and utilize the Adequate Assurance Procedures, to

remit fees to ENGIE for services performed, and granting the other relief requested herein is

integral to the Debtors’ ability to transition their operations into these chapter 11 cases smoothly.

Failure to receive such authorization and other relief during the first 21 days of these chapter 11

cases would severely disrupt the Debtors’ operations at this critical juncture. For the reasons

discussed herein, the relief requested is necessary in order for the Debtors to operate their

business in the ordinary course, preserve the going concern value of the Debtors’ operations, and

maximize the value of their estates for the benefit of all stakeholders. Accordingly, the Debtors

submit that they have satisfied the “immediate and irreparable harm” standard of Bankruptcy

Rule 6003 to support granting the relief requested herein.

Reservation of Rights

26. Nothing contained in this motion or any actions taken by the Debtors pursuant to

relief granted in the Interim Order and Final Order is intended or should be construed as: (a) an

admission as to the validity, priority, or amount of any particular claim against a Debtor entity;

(b) a waiver of the Debtors’ or any other party-in-interest’s rights to dispute any particular claim

on any grounds; (c) a promise or requirement to pay any particular claim; (d) an implication or

admission that any particular claim is of a type specified or defined in this motion; (e) a request


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or authorization to assume any agreement, contract, or lease pursuant to section 365 of the

Bankruptcy Code; (f) a waiver or limitation of the Debtors’ or any other party-in-interest’s rights

under the Bankruptcy Code or any other applicable law; or (g) a concession by the Debtors or

any other party-in-interest that any liens (contractual, common law, statutory, or otherwise)

satisfied pursuant to this motion are valid and the Debtors and all other parties-in-interest

expressly reserve their rights to contest the extent, validity, or perfection, or to seek avoidance of

all such liens. If the Court grants the relief sought herein, any payment made pursuant to the

Court’s order is not intended and should not be construed as an admission as to the validity,

priority, or amount of any particular claim or a waiver of the Debtors’ or any other party-in-

interest’s rights to subsequently dispute such claim.

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

27. 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

28. 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 50 largest unsecured claims against

the Debtors (on a consolidated basis); (c) the Agent for the Debtors’ prepetition secured credit

facility; (d) counsel to the Agent for the Debtors’ prepetition secured credit facility; (e) counsel

to the DIP Agent; (f) the United States Attorney’s Office for the District of Delaware; (g) the

Internal Revenue Service; (h) the United States Securities and Exchange Commission; (i) the

state attorneys general for all states in which the Debtors conduct business; (j) the Utility


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Providers; (k) ENGIE; and (l) any party that requests service pursuant to Bankruptcy Rule 2002.

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

need be given.

No Prior Request

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

other court.

[Remainder of page intentionally left blank]


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WHEREFORE, the Debtors respectfully request entry of interim and final orders,

substantially in the form attached hereto as Exhibit A and Exhibit B, respectively, (a) granting

the relief requested herein and (b) granting such other relief as is just and proper.

Dated: March 11, 2019 /s/ Domenic E. Pacitti Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989)

Michael W. Yurkewicz (DE Bar No. 4165) KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware 19801

Telephone: (302) 426-1189 Facsimile: (302) 426-9193 -and-

Joshua A. Sussberg, P.C. (pro hac vice admission pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -and- Justin R. Bernbrock (pro hac vice admission pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Co-Counsel for the Debtors and Debtors in Possession


PHIL1 7689033v.1

EXHIBIT A

Proposed Interim Order

Case 19-10488 Doc 9-1 Filed 03/11/19 Page 1 of 9

PHIL1 7689033v.1


) In re: ) Chapter 11 ) Z GALLERIE, LLC, et al.,1 ) Case No. 19-10488 (___) ) Debtors. ) (Joint Administration Requested) ) ) Re: Docket No. _____

INTERIM ORDER (I) DETERMINING ADEQUATE ASSURANCE OF PAYMENT FOR FUTURE

UTILITY SERVICES, (II) PROHIBITING UTILITY PROVIDERS FROM ALTERING, REFUSING, OR DISCONTINUING UTILITY SERVICES, (III)

ESTABLISHING PROCEDURES FOR DETERMINING ADEQUATE ASSURANCE OF PAYMENT, (IV) AUTHORIZING FEE PAYMENTS TO ENGIE FOR SERVICES


Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in

possession (collectively, the “Debtors”) for entry of an interim order (this “Interim Order”):

(a) approving the Debtors’ Proposed Adequate Assurance; (b) prohibiting Utility Providers from

altering, refusing, or discontinuing services; (c) approving the Debtors’ proposed procedures for

resolving any Additional Assurance Requests; (d) authorizing fee payments to ENGIE for

services performed; (e) requiring Utility Providers to return deposits for Utility Services no

longer in use; (f) scheduling a final hearing to consider approval of the Motion on a final basis;

and (g) granting related relief, all as more fully set forth in the Motion; and upon the First Day

Declaration; 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



2 Capitalized terms used but not defined herein have the meanings given to such terms in the Motion.


2 PHIL1 7689033v.1

District of Delaware, dated February 29, 2012; and this Court having found that this is a core

proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found that venue of this

proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and

this Court having found that the relief requested in the Motion is in the best interests of the

Debtors’ estates, their creditors, and other parties in interest; and this Court having found that the

Debtors’ notice of the Motion and opportunity for a hearing on the Motion were appropriate

under the circumstances and no other notice need be provided; and this Court having reviewed

the Motion and having heard the statements in support of the relief requested therein at a hearing

before this Court (the “Hearing”); and this Court having determined that the legal and factual

bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein;

and upon all of the proceedings had before this Court; and after due deliberation and sufficient

cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted on an interim basis as set forth herein.

2. The final hearing (the “Final Hearing”) on the Motion shall be held on

_________, 2019, at__:__ _.m., prevailing Eastern Time. Any objections or responses to entry

of a final order on the Motion shall be filed on or before 4:00 p.m., prevailing Eastern Time, on

_________, 2019, and shall be served on: (a) the Debtors, 1855 West 139th Street, Gardena, CA

90249, Attn: Mark Weinsten; (b) proposed counsel to the Debtors, (i) Kirkland & Ellis LLP, 601

Lexington Avenue, New York, New York 10022, Attn: Joshua A. Sussberg, P.C. and Emily K.S.

Kehoe, (ii) Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois, 60654, Attn: Justin R.

Bernbrock and

Joshua A. Altman; (c) proposed co-counsel to the Debtors, (i) Klehr Harrison Harvey Branzburg

LLP, 919 N. Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Domenic E. Pacitti


3 PHIL1 7689033v.1

and Michael W. Yurkewicz; (d) the Office of The United States Trustee, 844 King Street, Suite

2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Jaclyn Weissgerber, Esq.; (e) counsel to

any statutory committee appointed in these chapter 11 cases; (f) counsel to the DIP Agent,

Buchanan Ingersoll & Rooney PC, 919 North Market Street, Suite 1500, Wilmington, Delaware

19801, Attn: Mary F. Caloway. In the event no objections to entry of the Final Order on the

Motion are timely received, this Court may enter such Final Order without need for the Final

Hearing.

3. Until such time as this Court enters a final order on the Motion or the Court orders

otherwise, all Utility Providers are prohibited from altering, refusing, or discontinuing services

on account of any unpaid prepetition charges, the commencement of these chapter 11 cases, or

any perceived inadequacy of the Proposed Adequate Assurance.

4. The following Adequate Assurance Procedures are hereby approved on an interim

basis:

a. The Debtors will serve a copy of the Motion and this Interim Order to each Utility Provider identified on Exhibit C within two business days after entry of this Interim Order by the Court.

b. Subject to paragraphs (f)–(j) herein, the Debtors will deposit the Adequate Assurance Deposit, in the aggregate amount of $75,000, in the Adequate Assurance Account within five business days after entry of this Interim Order.


d. If an amount relating to Utility Services provided postpetition by a Utility Provider is unpaid, and remains unpaid beyond any applicable grace period, such Utility Provider may request a disbursement from the Adequate Assurance Account by giving notice to: (i) the Debtors, Z Gallerie, LLC, 1855 W. 139th St., Gardena, California 90249 Attn: Mark Weinsten ([email protected]), (ii) proposed counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New


4 PHIL1 7689033v.1

York 10022, Attn: Joshua A. Sussberg, P.C. ([email protected]) and Emily K. S. Kehoe ([email protected]) and 300 North LaSalle Street, Chicago, Illinois 60654, Attn: Justin Bernbrock ([email protected]) and Joshua Altman ([email protected]); (iii) proposed co-counsel to the Debtors, Klehr Harrison Harvey Branzburg LLP, 919 N. Market Street, Suite 1000, Wilmington, Delaware 19801, Attn; Domenic E. Pacitti ([email protected]); (iv) counsel to the DIP Agent, Buchanan Ingersoll & Rooney PC, 919 North Market Street, Suite 1500, Wilmington, Delaware 19801, Attn: Mary F. Caloway; (v) counsel to any statutory committee appointed in these cases; and (vi) the Office of The United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Jacklyn Weissgerber ([email protected]); and (vii) to the extent not listed herein, those parties requesting notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”). The Debtors shall honor such request within five business days after the date the request is received by the Debtors, subject to the ability of the Debtors and any such requesting Utility Provider to resolve any dispute regarding such request without further order of the Court. To the extent a Utility Provider receives a disbursement from the Adequate Assurance Account, the Debtors shall replenish the Adequate Assurance Account in the amount disbursed.

e. The portion of the Adequate Assurance Deposit attributable to each Utility Provider will be returned to the Debtors on the earlier of (i) reconciliation and payment by the Debtors of the Utility Provider’s final invoice in accordance with applicable nonbankruptcy law following the Debtors’ termination of Utility Services from such Utility Provider and (ii) the effective date of any chapter 11 plan confirmed in these chapter 11 cases.



h. Any Additional Assurance Request must: (i) be in writing, (ii) identify the location for which the Utility Services are provided, (iii) summarize the Debtors’ payment history relevant to the affected account(s), (iv) certify the amount that is equal to one-half the monthly cost of the Utility Services the Utility Provider supplies to the Debtors, calculated as a historical average over the twelve-month period ending February 28, 2019, (v) certify that the Utility Provider does not already hold a deposit equal to or greater than one-half the monthly cost of Utility Services, (vii) provide evidence that the Debtors have a direct obligation to the


5 PHIL1 7689033v.1

Utility Provider, and (viii) explain why the Utility Provider believes the Proposed Adequate Assurance is not sufficient adequate assurance of future payment.



k. Without further order of the Court, the Debtors may enter into agreements granting additional adequate assurance to a Utility Provider serving an Additional Assurance Request if the Debtors determine, in consultation with counsel to the DIP Agent, that the Additional Assurance Request is reasonable.

l. If the Debtors determine, in their business judgment, and in consultation with counsel to the DIP Agent, that the Additional Assurance Request is not reasonable and the Debtors are unable to reach an alternative resolution with the Utility Provider, the Debtors, during or immediately after the Resolution Period, will request a hearing (a “Determination Hearing”) before the Court to determine the adequacy of assurance of payment with respect to that Utility Provider pursuant to section 366(c)(3) of the Bankruptcy Code.


n. The Adequate Assurance Deposit deposited into the Adequate Assurance Account on behalf of any Utility Provider (including any additional amount deposited upon request of any applicable Utility Provider), or any portion thereof, shall be returned to the Debtors, less any amounts owed on account of unpaid, postpetition Utility Services, by no later than five business days following the earlier of the date upon which (i) a chapter 11 plan becomes effective after being confirmed in these chapter 11 cases or (ii) the Debtors provide notice to a Utility Provider that services provided


6 PHIL1 7689033v.1

to the Debtors by such Utility Provider will no longer be needed or will be reduced.

5. The Utility Providers are prohibited from requiring additional adequate assurance

of payment other than pursuant to the Adequate Assurance Procedures.

6. The Debtors will cause a copy of this Interim Order, including the Adequate

Assurance Procedures, to be served on any subsequently identified Utility Provider and any such

Utility Provider shall be bound by the Adequate Assurance Procedures.

7. The Debtors are authorized, but not directed, to honor their prepetition obligations

to ENGIE.

8. Any landlord that pays directly for Utility Services for the benefit of the Debtors

pursuant to a nonresidential real property lease must continue paying for such Utility Services in

the ordinary course of business and may not cease, reduce, delay, or otherwise interfere with the

payment or delivery of such Utility Services, regardless of any nonpayment, deferral, or waiver

of rent, or any defaults with respect to the applicable lease; provided that a landlord may cease

payments on account of Utility Services following the effective date of the rejection of the

applicable lease pursuant to section 365 of the Bankruptcy Code, if any.

9. Upon the closure of one of the Debtors’ locations and the discontinuance of the

Utility Services associated therewith, or the termination of Utility Services independent thereof,

the Debtors may, in their discretion and without further order of this Court, reduce the Adequate

Assurance Deposit by an amount not exceeding, for each of the Utility Services being

discontinued, the lesser of (i) the estimated two-week utility expense for such Utility Services

and (ii) the amount of the Adequate Assurance Deposit then attributable to the applicable Utility

Provider; provided that for any Utility Provider for which the Adequate Assurance Deposit is

reduced, the Debtors shall have (i) provided such Utility Provider with fourteen (14) days’ notice


7 PHIL1 7689033v.1

of such reduction and (ii) paid such Utility Provider in full for any outstanding postpetition

Utility Services before reducing the Adequate Assurance Deposit.

10. Notwithstanding the relief granted in this Interim Order and any actions taken

pursuant to such relief, nothing in this Interim Order shall be deemed: (a) an admission as to the

validity, priority, or amount of any particular claim against a Debtor entity; (b) a waiver of the

Debtors’ or any other party-in-interest’s right to dispute any particular claim on any grounds;

(c) a promise or requirement to pay any particular claim; (d) an implication or admission that any

particular claim is of a type specified or defined in this Interim Order or the Motion; (e) a request





satisfied pursuant to this Interim Order are valid and the Debtors and all other parties-in-interest

expressly reserve their rights to contest the extent, validity, or perfection or to seek avoidance of

all such liens. Any payment made pursuant to this Interim Order should not be construed as an

admission as to the validity, priority, or amount of any particular claim or a waiver of the

Debtors’ or any other party-in-interest’s rights to subsequently dispute such claim.

11. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b).

12. Notice of the Motion as provided therein shall be deemed good and sufficient

notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are

satisfied by such notice.

13. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this

Interim Order are immediately effective and enforceable upon its entry.


8 PHIL1 7689033v.1

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

granted in this Interim Order in accordance with the Motion.

15. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Interim Order.

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


PHIL1 7689033v.1

EXHIBIT B

Proposed Final Order


PHIL1 7689033v.1


) In re: ) Chapter 11 ) Z GALLERIE, LLC, et al.,1 ) Case No. 19-10488 (___) ) Debtors. ) (Joint Administration Requested) ) ) Re: Docket No. _____

FINAL ORDER (I) DETERMINING ADEQUATE ASSURANCE OF PAYMENT FOR FUTURE

UTILITY SERVICES, (II) PROHIBITING UTILITY PROVIDERS FROM ALTERING, REFUSING, OR DISCONTINUING UTILITY SERVICES, (III)

ESTABLISHING PROCEDURES FOR DETERMINING ADEQUATE ASSURANCE OF PAYMENT, (IV) AUTHORIZING FEE PAYMENTS TO ENGIE FOR SERVICES


Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in

possession (collectively, the “Debtors”) for entry of a final order (this “Final Order”):

(a) approving the Debtors’ Proposed Adequate Assurance; (b) prohibiting Utility Providers from

altering, refusing, or discontinuing services; (c) approving the Debtors’ proposed procedures for

resolving any Additional Assurance Requests; (d) authorizing fee payments to ENGIE for

services performed; (e) requiring Utility Providers to return deposits for Utility Services no

longer in use; and (f) granting related relief; all as more fully set forth in the Motion; and upon

the First Day Declaration; 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 Court having



2 Capitalized terms used but not defined herein have the meanings given to such terms in the Motion.


2 PHIL1 7689033v.1

found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that this Court may

enter a final order consistent with Article III of the United States Constitution; and this Court

having found that venue of this proceeding and the Motion in this district is proper pursuant to

28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the Motion

is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and this

Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the

Motion were appropriate and no other notice need be provided; and this Court having reviewed

the Motion and having heard the statements in support of the relief requested therein at a hearing

before this Court (the “Hearing”); and this Court having determined that the legal and factual

bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein;

and upon all of the proceedings had before this Court; and after due deliberation and sufficient

cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted on a final basis as set forth herein.

2. All Utility Providers are prohibited from altering, refusing, or discontinuing

services on account of any unpaid prepetition charges, the commencement of these chapter 11

cases, or any perceived inadequacy of the Proposed Adequate Assurance.

3. The following Adequate Assurance Procedures are hereby approved on a final

basis:

a. The Debtors will serve a copy of this Final Order to each Utility Provider identified on Exhibit C within two business days after entry of this Final Order by the Court.

b. Subject to paragraphs (f)–(j) herein, the Debtors will deposit the Adequate Assurance Deposit, in the aggregate amount of $75,000, in the Adequate Assurance Account within five business days after entry of the Interim Order.


3 PHIL1 7689033v.1


d. If an amount relating to Utility Services provided postpetition by a Utility Provider is unpaid, and remains unpaid beyond any applicable grace period, such Utility Provider may request a disbursement from the Adequate Assurance Account by giving notice to: (i) the Debtors, Z Gallerie, LLC, 1855 W. 139th St., Gardena, California 90249 Attn: Mark Weinsten ([email protected]), (ii) proposed counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Joshua A. Sussberg, P.C. ([email protected]), and Emily K. S. Kehoe ([email protected]) and 300 North LaSalle Street, Chicago, Illinois 60654, Attn: Justin Bernbrock ([email protected]) and Joshua Altman ([email protected]); (iii) proposed co-counsel to the Debtors, Klehr Harrison Harvey Branzburg LLP, 919 N. Market Street, Suite 1000, Wilmington, Delaware 19801, Attn; Domenic E. Pacitti ([email protected]) and Michael W. Yurkewicz ([email protected]); (iv) counsel to the DIP Agent, Buchanan Ingersoll & Rooney PC, 919 North Market Street, Suite 1500, Wilmington, Delaware 19801, Attn: Mary F. Caloway; (v) counsel to any statutory committee appointed in these cases; and (vi) the Office of The United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Jacklyn Weissgerber ([email protected]); and (vii) to the extent not listed herein, those parties requesting notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”). The Debtors shall honor such request within five business days after the date the request is received by the Debtors, subject to the ability of the Debtors and any such requesting Utility Provider to resolve any dispute regarding such request without further order of the Court. To the extent a Utility Provider receives a disbursement from the Adequate Assurance Account, the Debtors shall replenish the Adequate Assurance Account in the amount disbursed.

e. The portion of the Adequate Assurance Deposit attributable to each Utility Provider will be returned to the Debtors on the earlier of (i) reconciliation and payment by the Debtors of the Utility Provider’s final invoice in accordance with applicable non-bankruptcy law following the Debtors’ termination of Utility Services from such Utility Provider and (ii) the effective date of any chapter 11 plan confirmed in these chapter 11 cases.



4 PHIL1 7689033v.1


h. Any Additional Assurance Request must: (i) be in writing, (ii) identify the location for which the Utility Services are provided, (iii) summarize the Debtors’ payment history relevant to the affected account(s), (iv) certify the amount that is equal to one-half the monthly cost of the Utility Services the Utility Provider supplies to the Debtors, calculated as a historical average over the twelve-month period ending February 28, 2019, (v) certify that the Utility Provider does not already hold a deposit equal to or greater than one-half the monthly cost of Utility Services, (vii) provide evidence that the Debtors have a direct obligation to the Utility Provider, and (viii) explain why the Utility Provider believes the Proposed Adequate Assurance is not sufficient adequate assurance of future payment.



k. Without further order of the Court, the Debtors may enter into agreements granting additional adequate assurance to a Utility Provider serving an Additional Assurance Request if the Debtors determine, in consultation with counsel to the DIP Agent, that the Additional Assurance Request is reasonable.

l. If the Debtors Debtors determine, in their business judgment, and in consultation with counsel to the DIP Agent, that the Additional Assurance Request is not reasonable and the Debtors are unable to reach an alternative resolution with the Utility Provider, the Debtors, during or immediately after the Resolution Period, will request a hearing (a “Determination Hearing”) before the Court to determine the adequacy of assurance of payment with respect to that Utility Provider pursuant to section 366(c)(3) of the Bankruptcy Code.


5 PHIL1 7689033v.1


n. The Adequate Assurance Deposit deposited into the Adequate Assurance Account on behalf of any Utility Provider (including any additional amount deposited upon request of any applicable Utility Provider), or any portion thereof, shall be returned to the Debtors, less any amounts owed on account of unpaid, postpetition Utility Services, by no later than five business days following the earlier of the date upon which (i) a chapter 11 plan becomes effective after being confirmed in these chapter 11 cases or (ii) the Debtors provide notice to a Utility Provider that services provided to the Debtors by such Utility Provider will no longer be needed or will be reduced.

4. The Utility Providers are prohibited from requiring additional adequate assurance

of payment other than pursuant to the Adequate Assurance Procedures.

5. The Debtors will cause a copy of this Final Order, including the Adequate

Assurance Procedures, to be served on any subsequently identified Utility Provider and any such

Utility Provider shall be bound by the Adequate Assurance Procedures.

6. The Debtors are authorized, but not directed, to honor their prepetition obligations

to ENGIE.

7. Any landlord that pays directly for Utility Services for the benefit of the Debtors

pursuant to a nonresidential real property lease must continue paying for such Utility Services in

the ordinary course of business and may not cease, reduce, delay, or otherwise interfere with the

payment or delivery of such Utility Services, regardless of any nonpayment, deferral, or waiver

of rent, or any defaults with respect to the applicable lease; provided that a landlord may cease

payments on account of Utility Services following the effective date of the rejection of the

applicable lease pursuant to section 365 of the Bankruptcy Code, if any.


6 PHIL1 7689033v.1

8. Upon the closure of one of the Debtors’ locations and the discontinuance of the

Utility Services associated therewith, or the termination of Utility Services independent thereof,

the Debtors may, in their discretion and without further order of this Court, reduce the Adequate

Assurance Deposit by an amount not exceeding, for each of the Utility Services being

discontinued, the lesser of (i) the estimated two-week utility expense for such Utility Services

and (ii) the amount of the Adequate Assurance Deposit then attributable to the applicable Utility

Provider; provided that for any Utility Provider for which the Adequate Assurance Deposit is

reduced, the Debtors shall have (i) provided such Utility Provider with fourteen (14) days’ notice

of such reduction and (ii) paid such Utility Provider in full for any outstanding postpetition

Utility Services before reducing the Adequate Assurance Deposit.

9. Notwithstanding the relief granted in this Final Order and any actions taken

pursuant to such relief, nothing in this Final Order shall be deemed: (a) an admission as to the

validity, priority, or amount of any particular claim against a Debtor entity; (b) a waiver of the

Debtors’ or any other party-in-interest’s right to dispute any particular claim on any grounds; (c)

a promise or requirement to pay any particular claim; (d) an implication or admission that any

particular claim is of a type specified or defined in this Final Order or the Motion; (e) a request





satisfied pursuant to this Final Order are valid and the Debtors and all other parties-in-interest

expressly reserve their rights to contest the extent, validity, or perfection or to seek avoidance of

all such liens. Any payment made pursuant to this Final Order should not be construed as an


7 PHIL1 7689033v.1

admission as to the validity, priority, or amount of any particular claim or a waiver of the

Debtors’ or any other party-in-interest’s rights to subsequently dispute such claim.

10. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b)

11. Notice of the Motion as provided therein shall be deemed good and sufficient

notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are

satisfied by such notice.

12. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final

Order are immediately effective and enforceable upon its entry.

13. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Final Order in accordance with the Motion.

14. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Final Order.

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


PHIL1 7689033v.1

EXHIBIT C

Utility Providers List


2 PHIL1 7689033v.1

Debtor Location Provider Address

Half of Average Monthly

Expenditure

Proposed Adequate Assurance

Account No.

Z Gallerie, LLC

ATL- New Warehouse

Advanced Disposal - PQ Atlanta West - PQ PO Box 743019 Atlanta, GA 30374-3019 USA

$ -

$ -

PQ005233

Z Gallerie, LLC

56-Colonial Brookwood Village

Alabama Power P.O. Box 242 @ Southern Company Birmingham, AL 35292 USA

$ 542

$ 542

49620-65036

Z Gallerie, LLC

19-Watters Creek

All States Mall Services II

PO BOX 93717 LAS VEGAS, NV 89193 USA

$ 214

$ 214

06-0613950

Z Gallerie, LLC

54-Easton Gateway District

All States Services PO Box 94258 Las Vegas, NV 89193 USA

$ 220

$ 220

09-0229960

Z Gallerie, LLC

61-Saint Louis Galleria

Ameren Missouri PO Box 88068 Chicago IL 60680-1068 USA

$ 343

$ 343

4899106139 5899100000

Z Gallerie, LLC

18-Kierland Commons

APS P.O. BOX 2906 Phoenix, AZ USA

$ 1,715

$ 1,715

3700860000

Z Gallerie, LLC

42-Dallas Galleria 51-Knox Street

Atmos Energy/790311 PO Box 790311 St Louis, MO 63179-0311 USA

$ 142

$ 142

3044131687 3044132373

Z Gallerie, LLC

ATL- New Warehouse

Austell Natural Gas System

PO BOX 685 AUSTELL, GA 30168-0685 USA

$ 352

$ 352

040 0006 002

Z Gallerie, LLC

79-Annapolis Mall

BGE P.O. Box 13070 Philadelphia, PA 19101-3070 USA

$ 654

$ 654

5615878964 5652400086

Z Gallerie, LLC

56-Colonial Brookwood Village

Brask Mall Services I P.O. Box 800335 Houston, TX 77280-0335 USA

$ 293

$ 293

67-0001002


3 PHIL1 7689033v.1

Z Gallerie, LLC

68-Highland Village

CenterPoint Energy/1325/4981/2628

P.O. Box 4981 Houston, TX 77210-4981 USA

$ 4

$ 4

6401784591-4

Z Gallerie, LLC

92-The Arboretum

City of Austin TX P.O. Box 2267 Austin, TX 78783-2267 USA

$ 697

$ 697

40701 68194

Z Gallerie, LLC

02-BBO - Berkely Burying Office

City of Berkeley CA/23523

PO BOX 23523 OAKLAND, CA 94623-0523 USA

$ 374

$ 374

74111-12700

Z Gallerie, LLC

75-Beverly Drive

City of Beverly Hills CA PO Box 845806 Utility Billing Los Angeles, CA 90084-5806 USA

$ 201

$ 201

15118026-204460 33001012- 210037 33001012-11878 33001012-210037

Z Gallerie, LLC

89-The Promenade at Dos Lagos

City of Corona CA PO Box 6040 Artesia, CA 90702-6040 USA

$ 435

$ 435

00001650

Z Gallerie, LLC

51-Knox Street City of Dallas TX CITY HALL 2D South DALLAS, TX 75277 USA

$ 63

$ 63

100465003

Z Gallerie, LLC

68-Highland Village

City of Houston TX - Water/Wastewater

PO Box 1560 Houston, TX 77251-1560 USA

$ 16

$ 16

4327-0435-9103

Z Gallerie, LLC

08-Pasadena City of Pasadena CA P.O. BOX 7120 MUNICIPAL SERVICES PASADENA, CA 91109 USA

$ 782

$ 782

527661-3 527664-7 527665-4

Z Gallerie, LLC

97-The Fountains

City of Roseville CA PO BOX 45807 SAN FRANCISCO, CA 94145-0807 USA

$ 1,240

$ 1,240

2070223

Z Gallerie, LLC

50-Bru (Temporary)

City of Torrance Utilities PO Box 845629 Los Angeles, CA 90084-5629 USA

$ 29

$ 29

0002-00000-44570 0002-00000-44571

Z Gallerie, LLC

54-Easton Gateway District

Columbia Gas of Ohio PO BOX 742510 CINCINNATI, OH 45274-2510 USA

$ 50

$ 50

19699302 001 000 7


4 PHIL1 7689033v.1

Z Gallerie, LLC

05-The Shops at Roosevelt Collection 39-The New City 40-Oakbrook Center 41-Old Orchard

Com Ed PO Box 6111 CAROL STREAM, IL 60197-6111 USA

$ 1,635

$ 1,635

0024009149 0024009167 0849068097 2239032049 6902614024

Z Gallerie, LLC

11-The Shops at La Cantera

CPS Energy P.O. Box 2678 San Antonio, TX 78289-0001 USA

$ 819

$ 819

300-2712-507

Z Gallerie, LLC

67-Legacy Village

Dominion Energy Ohio/26785

P.O. Box 26785 @ Dominion Resources Services Inc Richmond, VA 23261-6785 USA

$ 69

$ 69

7 1800 0173 1313

Z Gallerie, LLC

ATL- New Warehouse

Douglasville-Douglas County GA

PO BOX 1178 Douglasville, GA 31033 USA

$ 502

$ 502

515363-317931 515364-317929

Z Gallerie, LLC


East Bay Municipal Utility Dist (EBMUD)

EBMUD Payment Center PO Box 1000 Oakland, CA 94649-0001 USA

$ 185

$ 185

17002700001 17020700001

Z Gallerie, LLC

69-Encinitas Ranch Town Ctr

EDCO Waste & Recycling Service - 5488

P.O. Box 5488 Buena Park, CA 90622-5488 USA

$ 27

$ 27

25-2A 041377

Z Gallerie, LLC

93-Perkins Rowe

Entergy Gulf States LA LLC/8103

PO BOX 8103 BATON ROUGE, LA 70891-8103 USA

$ 364

$ 364

80694094

Z Gallerie, LLC

23-Lakeside Mall

Entergy Louisiana Inc./8108

PO BOX 8108 BATON ROUGE, LA 70891-8108 USA

$ 423

$ 423

153411657

Z Gallerie, LLC

74-Market St - The Woodlands

Entergy Texas Inc./8104 PO BOX 8104 BATON ROUGE, LA 70891-8104 USA

$ 653

$ 653

134573377 135452316


5 PHIL1 7689033v.1

Z Gallerie, LLC

71-Natick Eversource Energy/56007

PO Box 56007 Boston, MA 02205-6007 USA

$ 378

$ 378

1073 114 1064 2614 123 1014

Z Gallerie, LLC

71-Natick Eversource Energy/660369/660753

PO Box 660753 Dallas, TX 75266-0753 USA

$ 394

$ 394

1073 114 1064 2614 123 1014

Z Gallerie, LLC

40-Oakbrook Center

Flagg Creek Water Reclamation District

7001 N FRONTAGE ROAD FCWRD BURR RIDGE, IL 60527 USA

$ 9

$ 9

119178-000

Z Gallerie, LLC

09-The Mercato 64-Mizner Park 96-The Shops at Pembroke Pines 10-The Village at Gulfstream Park 83-Downtown at the Gardens 35-University Town Center

Florida Power & Light Company (FPL)

General Mail Facility @ FPL Group Inc Miami, FL 33188-0001 USA

$ 4,174

$ 4,174

38526-59345

Z Gallerie, LLC

01-Customer Service

Golden State Water Co. PO Box 9016 San Dimas, CA 91773-9016 USA

$ 663

$ 663

42374-72024 61872-90488 72878-95143 88700-84137 94927-96132

Z Gallerie, LLC

ATL- New Warehouse

GreyStone Power Corporation (elec)

PO BOX 6071 DOUGLASVILLE, GA 30154-6071 USA

$ 3,165

$ 3,165

10039037004 10039037005 10039037006

Z Gallerie, LLC

06-North Georgia

Grogan Disposal Company LLC

PO Box 2729 Cumming, GA 30028-6509 USA

$ 705

$ 705

4073

Z Gallerie, LLC

27-Village at Meridian 27-Village at Meridian CL 1-14-19

Idaho Power PO BOX 34966 PROCESSING CENTER SEATTLE, WA 98124-1966 USA

$ 321

$ 321

2220508432

Z Gallerie, LLC


Intermountain Gas Company

P.O. Box 64 Boise, ID 83732 USA

$ 52

$ 52

285 343 3000 7


6 PHIL1 7689033v.1

Z Gallerie, LLC

63-International Plaza 35-University Town Center 11-The Shops at La Cantera 89-The Promenade at Dos Lagos 82-The Mall at Green Hills 43-Mayfair Mall 38-Cherry Creek Shopping Ctr

International Environmental Management

24516 NETWORK PL CHICAGO, IL 60673-1245 USA

$ 1,981

$ 1,981

10310146 10520108 10720072 20-48105-63008 20-48442-93004 20-48487-23005 20-48552-83002 20-48689-23001 20-48778-23003 20-48813-63001 4651056 6811240 7290136 7340165

Z Gallerie, LLC

91-Paramus Design Center

Interstate Waste Services

PO Box 554744 Detroit, MI 48255-4744 USA

$ 65

$ 65

666392-0001

Z Gallerie, LLC

23-Lakeside Mall

Jefferson Parish LA PO Box 10007 Department of Water Jefferson, LA 70181-0007 USA

$ 4

$ 4

187125 0181007

Z Gallerie, LLC

95-Town Center Plaza

Kansas City Power & Light Co./219330

P.O. Box 219330 Kansas City, MO 64121-9330 USA

$ 1,481

$ 1,481

4063113894 4063-11-3894

Z Gallerie, LLC

65-Fashion Show 29-The Shops at Willow Bend 34-The Village at Topanga 40-Oakbrook Center 70-Mall In Columbia 59-Baybrook Mall 46-Perimeter Mall 61-Saint Louis Galleria 45-Sherman Oaks Fashion Sq 64-Mizner Park 87-Oxmoor Center 18-Kierland Commons

Keter Environmental Services Inc

PO Box 417468 Boston, MA 02241-7468 USA

$ 4,812

$ 4,812

1059122 1060189 1071049 1075074 1080136 1087178 1108217 1110136 111343535 1117003 1224134 152564142 153064586 3400259 3408131 3420129 3431205


7 PHIL1 7689033v.1

16-Scottsdale Fashion Sq 79-Annapolis Mall 32-Fashion Place Mall 71-Natick 41-Old Orchard 41-Old Orchard (Closed 3/28/18)

Z Gallerie, LLC

87-Oxmoor Center

LG&E - Louisville Gas & Electric

PO Box 9001960 @ LG&E Energy Louisville, KY 40290 USA

$ 282

$ 282

3000-2203-7190

Z Gallerie, LLC

45-Sherman Oaks Fashion Sq

Los Angeles Dept of Water & Power/30808

P.O. Box 30808 Los Angeles, CA 90030-0808 USA

$ 651

$ 651

716 884 1000 816 884 1000

Z Gallerie, LLC

32-Fashion Place Mall

Murray City Corporation UT

P.O. Box 57919 Utility Billing Murray, UT 84157-0919 USA

$ 494

$ 494

131725-58074

Z Gallerie, LLC

82-The Mall at Green Hills

Nashville Electric Service PO Box 305099 Nashville, TN 37230-5099 USA

$ 701

$ 701

0918810-0394471

Z Gallerie, LLC

86-Garden City Ctr Cranston

National Grid - Rhode Island/11739

PO Box 11739 Newark, NJ 07101-4739 USA

$ 656

$ 656

68878-32015 90234-35000

Z Gallerie, LLC

41-Old Orchard Nicor Gas/2020/0632/5407

PO Box 5407 Carol Stream, IL 60197-5407 USA

$ 18

$ 18

22-14-37-8913 3

Z Gallerie, LLC

76-Bridgeport Village

NW Natural PO BOX 6017 Northwest Natural PORTLAND, OR 97228-6017

$ 185

$ 185

1517874-2


8 PHIL1 7689033v.1

USA

Z Gallerie, LLC

48-The Kenwood Collection

Olympic II Mall Services P.O. Box 19930 Fountain Hills, AZ 85269-9930 USA

$ 120

$ 120

22-0082975

Z Gallerie, LLC


Olympic IV Mall Services P.O. BOX 96383 LAS VEGAS, NV 89193 USA

$ 326

$ 326

38-0029980

Z Gallerie, LLC

60-Millenia Crossing

Orlando Utilities Commission

PO Box 31329 Tampa, FL 33631-3329 USA

$ 782

$ 782

4704320001

Z Gallerie, LLC

02-BBO - Berkely Burying Office 21-Berkeley (Fourth Street) 58-Walnut Creek 26-Union Street 14-San Francisco Premium Outlets 14-San Francisco PremiumOutlets (Closed) 97-The Fountains

Pacific Gas & Electric P.O. BOX 997300 PG&E CORPORATION SACRAMENTO, CA 95899-7300 USA

$ 5,979

$ 5,979

0391464606-6 2770157829-9 2791900414-6 4820419437-6 7459103372-0 7524439645-5 9700081625-2

Z Gallerie, LLC


Pinto Service Inc. 95 Route 46 West Lodi, NJ 07644 USA

$ 417

$ 417

11743300 PH-772 Route 17 North

Z Gallerie, LLC

76-Bridgeport Village

Portland General Electric (PGE)

PO Box 4438 Portland, OR 97208-4438 USA

$ 1,107

$ 1,107

0016 22768-816731 1 0605900000

Z Gallerie, LLC

09-The Mercato 93-Perkins Rowe

Precision Waste Solutions L.L.C.

PO Box 18856 Shreveport, LA 71138 USA

$ 517

$ 517

111285;111295


9 PHIL1 7689033v.1

Z Gallerie, LLC

10-The Village at Gulfstream Park

Professional Waste Management

15757 Pines Blvd Suite #275 Pembroke Pines, FL 33027 USA

$ 216

$ 216

000289-0001

Z Gallerie, LLC


PSE&G-Public Service Elec & Gas Co

P.O. Box 14444 New Brunswick, NJ 08906-4444 USA

$ 769

$ 769

73 766 041 03

Z Gallerie, LLC

72-Roosevelt Field

PSEGLI P.O. Box 9039 Hicksville, NY 11802-9039 USA

$ 1,284

$ 1,284

0395-1011-35-6

Z Gallerie, LLC

78-Bellevue Square

Puget Sound Energy BOT-01H P.O. Box 91269 Bellevue, WA 98009-9269 USA

$ 417

$ 417

220009448451

Z Gallerie, LLC

26-Union Street Recology Golden Gate 250 Executive Park Blvd Suite 2100 San Francisco, CA 94134-3306 USA

$ 919

$ 919

011154947

Z Gallerie, LLC

68-Highland Village 84-Sugar Land Town Square 20-Houston City Centre 19-Watters Creek 42-Dallas Galleria 51-Knox Street 59-Baybrook Mall

Reliant Energy Solutions/120954

PO BOX 120954 Dept 0954 Dallas, TX 75312-0954 USA

$ 3,129

$ 3,129

12 626 295-5 12 628 429-8 12 628 430-6 12 630 047-4 12 639 857-7 13 484 214-5 13 514 531-6 13 566 751-7

Z Gallerie, LLC

58-Walnut Creek

Republic Services #210 PO Box 78829 Phoenix, AZ 85062-8829 USA

$ 102

$ 102

3-0210-0143262

Z Gallerie, LLC

51-Knox Street Republic Services #794 - Hutchins

PO BOX 78829 PHOENIX, AZ 85062-8829 USA

$ 593

$ 593

3-0615-4026598 3-0794-4026598

Z Gallerie, LLC


Republic Services #851 PO Box 78829 Phoenix, AZ 85062-8829 USA

$ 5

$ 5

3-0851-0012727


10 PHIL1 7689033v.1

Z Gallerie, LLC

08-Pasadena Republic Services #902 PO BOX 78829 PHOENIX, AZ 85062-8829 USA

$ 289

$ 289

3-0902-0112825

Z Gallerie, LLC

98-Dana Park Salt River Project/80062 PO Box 80062 Prescott, AZ 86304-8062 USA

$ 647

$ 647

178-292-001

Z Gallerie, LLC

44-The Shops at Mission Viejo 69-Encinitas Ranch Town Ctr

San Diego Gas & Electric P.O. Box 25111 Sdg&e Santa Ana, CA 92799-5111 USA

$ 1,993

$ 1,993

2610 233 775 6 7862 303 201 0

Z Gallerie, LLC

06-North Georgia

Sawnee EMC PO Box 2252 ID 1204 Birmingham, AL 35246-1204 USA

$ 601

$ 601

2457360000

Z Gallerie, LLC

06-North Georgia

Scana Energy 1/100157 P.O. Box 100157 @ SCANA Corporation Columbia, SC 29202-3157 USA

$ 238

$ 238

0-3101-3187-7978

Z Gallerie, LLC

26-Union Street SF - Water PO Box 7369 San Francisco, CA 94120-7369 USA

$ 78

$ 78

7951600000

Z Gallerie, LLC

01-Customer Service 75-Beverly Drive 25-Fashion Island 52-South Coast Plaza 50-Bru (Temporary)

Southern California Edison

P.O. Box 600 Rosemead, CA 91771-0001 USA

$ 8,108

$ 8,108

2-31-496-8850 2-33-282-7880 2-36-523-4020 2-41-296-8554 3-033-3464-18 3-033-3464-35

Z Gallerie, LLC

01-Customer Service

Southern California Gas (The Gas Co.)

PO Box C Monterey Park, CA 91756 USA

$ 48

$ 48

0610039125 6

Z Gallerie, LLC

98-Dana Park SRP -Salt River Project PO Box 80062 Prescott, AZ 86304-8062 USA

$ 531

$ 531

178-292-001


11 PHIL1 7689033v.1

Z Gallerie, LLC

93-Perkins Rowe

Submeter One P.O. Box 4129 Baton Rouge, LA 70821-4129 USA

$ 652

$ 652

886705

Z Gallerie, LLC

83-Downtown at the Gardens

Sunshine Recycling Inc. PO Box 531672 Atlanta, GA 30353-1672 USA

$ 79

$ 79

224043

Z Gallerie, LLC

16-Scottsdale Fashion Sq 18-Kierland Commons

Sustainable Solutions Group

Dept #40299 PO Box 740209 Atlanta, GA 30374-0209 USA

$ 41

$ 41

ZGA1412181 ZGA1412431

Z Gallerie, LLC

67-Legacy Village

The Illuminating Company

PO Box 3687 Akron, OH 44309-3687 USA

$ 425

$ 425

110 119 211 172

Z Gallerie, LLC

24-Mosaic District

TOG PO Box 1240 Attleboro, MA 02703 USA

$ 361

$ 361

ACCT000042 ACCT000042 Z Gallerie Mosaic CUST006194

Z Gallerie, LLC

47-Southlake Town Square 42-Dallas Galleria 59-Baybrook Mall 51-Knox Street

TXU Energy/650638 PO BOX 650638 DALLAS, TX 75265-0638 USA

$ 2,570

$ 2,570

100041761333 100044970689 900012023514 900012023660

Z Gallerie, LLC

93-Perkins Rowe

Utility Payment Processing/BR Water

PO Box 96025 Baton Rouge, LA 70896-9025 USA

$ 16

$ 16

010110736036301

Z Gallerie, LLC

40-Oakbrook Center

Village of Oak Brook IL 26018 Network Pl Chicago, IL 60673-1260 USA

$ 16

$ 16

9051231

Z Gallerie, LLC

ATL- New Warehouse

Waste Industries - Douglasville GA

PO Box 791519 Baltimore, MD 21279-1519 USA

$ 1,080

$ 1,080

001326002

Z Gallerie, LLC

05-The Shops at Roosevelt Collection 39-The New City

Waste Management - 4648

PO Box 4648 Carol Stream, IL 60197-4648 USA

$ 217

$ 217

15-80445-23009 17-15541-33002

Z Gallerie, LLC

95-Town Center Plaza

Waste Management - 9001054

PO Box 9001054 Louisville, KY 40290-1054 USA

$ 273

$ 273

5-29967-86662


12 PHIL1 7689033v.1

Z Gallerie, LLC

01-Customer Service

Waste Resources Gardena

PO BOX 2410 GARDENA, CA 90247 USA

$ 3,468

$ 3,468

033003

Z Gallerie, LLC

50-Bru (Temporary)

Waste Resources Inc PO Box 3697 Gardena, CA 90247-7397 USA

$ 48

$ 48

064895

Z Gallerie, LLC

83-Downtown at the Gardens

WCA Waste Systems Inc PO Box 4524 Houston, TX 77210-4524 USA

$ 30

$ 30

113002439

Z Gallerie, LLC

43-Mayfair Mall WE Energies/Wisconsin Electric/Gas

PO Box 90001 @ WE Energy Milwaukee, WI 53290-0001 USA

$ 103

$ 103

8435-598-126

Z Gallerie, LLC

66-Galleria Road

XCEL Energy:Northern States Power Co.

P.O. Box 9477 @ Xcel Energy Minneapolis, MN 55484-9477 USA

$ 451

$ 451

51-0012110778-7

Z Gallerie, LLC

31-The Streets at SouthGlenn 38-Cherry Creek Shopping Ctr

XCEL Energy:Public Service Company of CO

P.O. Box 9477 (2200) @ Xcel Energy Remit Processing Minneapolis, MN 55484-9477 USA

$ 927

$ 927

53-0010394383-8 53-3740559-5


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