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 (KBO) ) Post-Effective Date Debtors. ) (Jointly Administered) ) ) Related to Docket Nos. 375 and 538 NOTICE OF FILING OF EIGHTH PLAN SUPPLEMENT PLEASE TAKE NOTICE that on May 28, 2019, the above-captioned post-effective date debtors (collectively, the “Post-Effective Date Debtors”) filed the Notice of Filing of Plan Supplement [Docket No. 309] (the “First Plan Supplement”) in support of the First Amended Joint Plan of Reorganization of Z Gallerie, LLC and Z Gallerie Holding Company, LLC Pursuant to Chapter 11 of the Bankruptcy Code (as may be modified, amended, or supplemented from time to time, the “Plan”); 2 PLEASE TAKE FURTHER NOTICE that on June 9, 2019, the Debtors filed the Notice of Filing of Second Plan Supplement [Docket No. 357] (the “Second Plan Supplement”) in support of the Plan. PLEASE TAKE FURTHER NOTICE that on June 13, 2019, the Debtors filed the Notice of Filing of Third Plan Supplement [Docket No. 378] (the “Third Plan Supplement”) in support of the Plan. PLEASE TAKE FURTHER NOTICE that on June 19, 2019, the Debtors filed the Notice of Filing of Fourth Plan Supplement [Docket No. 395] (the “Fourth Plan Supplement”) in support of the Plan. PLEASE TAKE FURTHER NOTICE that on July 5, 2019, the Post-Effective Date Debtors filed the Notice of Filing of Amended Fourth Plan Supplement [Docket No. 427] (the “Amended Fourth Plan Supplement”) in support of the Plan. 1 The Post-Effective Date Debtors in these chapter 11 cases, along with the last four digits of each Post-Effective Date Debtor’s federal tax identification number, are: Z Gallerie, LLC (3816) and Z Gallerie Holding Company, LLC (5949). The location of the Post-Effective Date Debtors’ service address is: 1855 West 139th Street, Gardena, CA 90249. 2 Capitalized terms used and not defined herein have the meanings given to them in the Plan. Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 1 of 28
Transcript
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 (KBO) ) Post-Effective Date Debtors. ) (Jointly Administered)
) )
Related to Docket Nos. 375 and 538
NOTICE OF FILING OF EIGHTH PLAN SUPPLEMENT
PLEASE TAKE NOTICE that on May 28, 2019, the above-captioned post-effective date
debtors (collectively, the “Post-Effective Date Debtors”) filed the Notice of Filing of Plan Supplement [Docket No. 309] (the “First Plan Supplement”) in support of the First Amended Joint Plan of Reorganization of Z Gallerie, LLC and Z Gallerie Holding Company, LLC Pursuant to Chapter 11 of the Bankruptcy Code (as may be modified, amended, or supplemented from time to time, the “Plan”);2
PLEASE TAKE FURTHER NOTICE that on June 9, 2019, the Debtors filed the Notice
of Filing of Second Plan Supplement [Docket No. 357] (the “Second Plan Supplement”) in support of the Plan.
PLEASE TAKE FURTHER NOTICE that on June 13, 2019, the Debtors filed the Notice of Filing of Third Plan Supplement [Docket No. 378] (the “Third Plan Supplement”) in support of the Plan.
PLEASE TAKE FURTHER NOTICE that on June 19, 2019, the Debtors filed the Notice
of Filing of Fourth Plan Supplement [Docket No. 395] (the “Fourth Plan Supplement”) in support of the Plan.
PLEASE TAKE FURTHER NOTICE that on July 5, 2019, the Post-Effective Date
Debtors filed the Notice of Filing of Amended Fourth Plan Supplement [Docket No. 427] (the “Amended Fourth Plan Supplement”) in support of the Plan.
1 The Post-Effective Date Debtors in these chapter 11 cases, along with the last four digits of each Post-Effective
Date Debtor’s federal tax identification number, are: Z Gallerie, LLC (3816) and Z Gallerie Holding Company, LLC (5949). The location of the Post-Effective Date Debtors’ service address is: 1855 West 139th Street, Gardena, CA 90249.
2 Capitalized terms used and not defined herein have the meanings given to them in the Plan.
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 1 of 28
PLEASE TAKE FURTHER NOTICE that on July 31, 2019, the Post-Effective Date Debtors filed the Notice of Filing of Fifth Plan Supplement [Docket No. 479] (the “Fifth Plan Supplement”) in support of the Plan.
PLEASE TAKE FURTHER NOTICE that on September 19, 2019, the Post-Effective
Date Debtors filed the Notice of Filing of Sixth Plan Supplement [Docket No. 535] (the “Sixth Plan Supplement”) in support of the Plan.
PLEASE TAKE FURTHER NOTICE that on September 30, 2019, the Post-Effective
Date Debtors filed the Notice of Filing of Seventh Plan Supplement [Docket No. 538] (the “Seventh Plan Supplement”) in support of the Plan.
PLEASE TAKE FURTHER NOTICE that the Post-Effective Date Debtors hereby file this plan supplement (the “Eighth Plan Supplement,” and together with the First Plan Supplement, the Second Plan Supplement, the Third Plan Supplement, the Fourth Plan Supplement, the Amended Fourth Plan Supplement, the Fifth Plan Supplement, the Sixth Plan Supplement and the Seventh Plan Supplement, collectively the “Plan Supplement”) in support of the Plan with respect to the following documents attached hereto:3
• Exhibit A(i)—Schedule of Assumed Executory Contracts and Unexpired Leases; • Exhibit A(ii)—Blackline of the Schedule of Assumed Executory Contracts and
Unexpired Leases reflecting the changes made from the version filed as part of the Seventh Plan Supplement [Docket No. 538];
• Exhibit B(i)—Schedule of Rejected Executory Contracts and Unexpired Leases; and • Exhibit B(ii)—Blackline of the Schedule of Rejected Executory Contracts Unexpired Leases reflecting the changes made from the version filed as part of the Seventh Plan Supplement [Docket No. 538]. PLEASE TAKE FURTHER NOTICE that the documents contained in the Plan
Supplement are integral to, and are considered part of, the Plan. The documents contained in the Plan Supplement will be approved by the Bankruptcy Court pursuant to the Confirmation Order.
3 Contemporaneous with the filing of this Eighth Plan Supplement, the Post-Effective Date Debtors, together with
and at the request of the Winning Bidder, filed the Joint Motion of Post-Effective Date Debtors and DirectBuy Home Improvement, Inc. Seeking Entry of an Order (I) Extending Time to Assume and Assign or Reject Certain Executory Contracts and (II) Granting Related Relief (the “Motion”) to further extend the period of time to modify the Schedule of Assumed Executory Contracts and Unexpired Leases and Schedule of Rejected Executory Contracts and Unexpired Leases with respect to certain Remaining Executory Contracts (as defined in the Motion) for a total of 71 days. The Winning Bidder is conducting ongoing diligence and may determine to further modify the schedules contained herein during the pendency of the Motion and before the hearing. To the extent that the Court does not grant the relief sought under the Motion, the Remaining Executory Contracts will be deemed rejected upon the expiration of the Designation Period. Other than the Remaining Executory Contracts (as identified herein), the schedules contained herein represents the final determination of the Winning Bidder.
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 2 of 28
PLEASE TAKE FURTHER NOTICE that certain documents, or portions thereof, contained in the Plan Supplement remain subject to ongoing review, revision, and negotiation among the Post-Effective Date Debtors and interested parties with respect thereto. The Post-Effective Date Debtors, with the consent of the Winning Bidder as applicable, reserve the right to alter, amend, modify, or supplement any document in this Plan Supplement in accordance with the Plan at any time before the Effective Date of the Plan or any such other date as may be provided for by the Plan or by order of the Bankruptcy Court; provided that if any document in the Plan Supplement is altered, amended, modified, or supplemented in any material respect, the Post-Effective Date Debtors will file a blackline of such document with the Bankruptcy Court.
PLEASE TAKE FURTHER NOTICE that if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, or related documents, you may access (a) the Debtors’ restructuring website at https://cases.stretto.com/zgallerie or (b) the Bankruptcy Court’s website at http://www.deb.uscourts.gov.
Dated: November 4, 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 Counsel for the Post-Effective Date Debtors
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 3 of 28
Schedule of Assumed Executory Contracts and Unexpired Leases Pursuant to the Plan, the Post-Effective Date Debtors, on behalf of DBHI, reserve the right to modify the Schedule of Assumed Executory Contracts and Unexpired Leases and Schedule of Rejected Executory Contracts and Unexpired Leases with respect to Executory Contracts through and including ninety days following the Effective Date (the “Designation Period”). The Post-Effective Date Debtors, together with and at the request of DBHI, have filed a motion (the “First Extension Motion), as amended (the “Motion”) seeking an aggregate of 71 days extension to the Designation Period for the Remaining Executory Contracts. Pursuant to Rule 9006-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the Designation Period is automatically extended until such time the Court rules on the Motion and they reserve the right to modify the Schedule of Assumed Executory Contracts and Unexpired Leases and Schedule of Rejected Executory Contracts and Unexpired Leases with respect to certain Remaining Executory Contracts at any time during the pendency of the Motion. To the extent that the Court does not grant the relief sought under the Motion, the Remaining Executory Contracts will be deemed rejected upon the expiration of the Designation Period. Other than the Remaining Executory Contracts, all Executory Contracts and Unexpired Leases listed herein represent the final determination of DBHI. The cure amounts for the Executory Contracts and Unexpired Leases included in Exhibit A(i) are subject to resolution between DBHI and the applicable counter-parties pursuant to the Plan.
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 4 of 28
Exhibit A(i) Schedule of Assumed Executory Contracts and Unexpired Leases
Plan Supplement-Unexpired Leases
No Counterparty Name State what the contract or lease is for and the nature of the debtor's interest
Status of Cure Dispute[1]
Assume/ Designate
Debtor’s Proposed
Cure Amount [Dkt. No. 395]
Landlord’s Proposed
Cure Amount [per objection
filed] 1 223-1 DL Holdings - The Shops at Dos Lagos Lease re: Store #89 (Dos Lagos), dated 10/6/2006 Undisputed Assumed 0 0 2 4th Street Holdings, LLC Lease: re Store #21 and Buying Office (Berkeley) dated 10/1/1991 Resolved Assumed 28,202 98,354 3 AD Pembroke Land Co - The Shops At Pembroke Gardens Lease re: Store #96 (Pembroke Pines), dated 8/7/2008 Undisputed Assumed 0 0 4 City Centre Partners - Citycentre Two Partners LP Lease re: Store #20 (CityCentre), dated 9/12/2013 Resolved Assumed 0 73,114 5 Forest City - Forest City Commercial Management Lease re: Store #10 (Village at Gulfstream Park), dated 2/3/2011 Undisputed Assumed 11,638 0 6 FRIT San Jose Town & Country - FRIT San Jose Town & Country LLC Lease re: Store #57 (Santana Row), dated 11/7/2002 Disputed Assumed 15,788 143,110 7 General Growth Properties, Inc. - Crocker Downtown Development Associates Lease re: Store #64 (Mizner Park), dated 3/15/2003 Resolved Assumed 0 46,187 8 General Growth Properties, Inc. - General Growth Properties, Inc. Lease re: Store #46 (Perimeter Mall), dated 7/1/2011 Resolved Assumed 0 32,960 9 Genova Burns, LLC - Paramus Design Center Lease re: Store #91 (Paramus Design Center), dated 2/16/2018 Undisputed Assumed 0 0
10 KD Knox Street Village Holdco, LLC Lease re: Store #51 (Knox Street), dated 4/1/2001 Disputed Assumed 0 305,783 11 Macerich - Scottsdale Fashion Square LLC Lease re: Store #16 (Scottsdale Fashion Square), dated 8/28/2010 Disputed Assumed 8,615 100,505 12 Mercato, LLP managed by Madison Marquette Lease re: Store #9 (The Mercato), dated 2/15/2009 Disputed Assumed 0 85,185 13 Millenia Crossing Lease re: Store #60 (Millenia Crossing), dated 10/18/2002 Resolved Assumed 11,540 75,027 14 Simon Property Group - Shops at Mission Viejo, LLC Lease re: Store #44 (Shops at Mission Viejo), dated 9/1/1999 Resolved Assumed 0 44,888 15 SLTS Grand Avenue - SLTS Grand Avenue Lease re: Store #47 (Southlake Town Square), dated 4/22/2016 Resolved Assumed 6,893 92,913 16 South Coast Plaza Lease re: Store #52 (South Coast Plaza), dated 5/5/2001 Resolved Assumed 20,785 135,263 17 Southglenn Property Holdings LLC Lease re: Store #31 (The Streets at South Glenn), dated 9/1/2013 Undisputed Assumed 0 0 18 Taubman Centers, Inc. Lease re: Store #35 (University Town Center), dated 10/7/2014 Disputed Assumed 0 62,880 19 Taubman Centers, Inc. Lease re: Store #38 (Cherry Creek), dated 12/1/1999 Disputed Assumed 14,579 82,304 20 Taubman Centers, Inc. - Tampa Westshore Associates Limited Partnership Lease re: Store #63 (International Plaza), dated 3/29/2003 Disputed Assumed 0 37,876 21 Taubman Centers, Inc. - Willow Bend Shopping Center Limited Partnership Lease re: Store #29 (Shops at Willow Bend), dated 4/18/2012 Disputed Assumed 10,206 67,349 22 Terreno 139th LLC Lease re: Store #12 / Gardena Distribution Center and HQ Resolved Assumed 63,886 236,297 23 The Retail Property Trust Lease re: Store #72 (Roosevelt Field), dated 10/28/2016 Resolved Assumed 0 73,671 24 The Roseville Fountains LP - The Fountains Lease re: Store #97 (The Fountains at Roseville), dated 6/27/2008 Undisputed Assumed 0 0 25 Village Square Dana Park, LLC Lease re: Store #98 (Village Square at Dana Park), dated 8/16/2008 Undisputed Assumed 0 0 26 Westfield Corp. - Sherman Oaks Fashion Associates LP Lease re: Store #45 (Fashion Square), dated 6/27/2014 Disputed Assumed 15,880 133,007 27 Westfield Corp. - Village at Westfield Topanga Lease re: Store #34 (Village at Topanga), dated 9/1/1998 Disputed Assumed 11,247 59,925 28 Macerich - Macerich Arizona Partners LLC Lease re: Store #18 (Kierland Commons), dated 10/1/2000 Disputed Assumed 0 29,751 29 Beverly Drive Enterprises - Beverly Drive Enterprises Lease re: Store #75 (Beverly Hills), dated 2/1/2005 Undisputed Assumed 17,625 0 30 168th and Dodge LP - The Mall in Columbia Business Trust Lease re: Store #70 (Mall in Columbia), dated 6/30/2017 Resolved Assumed 0 57,033 31 General Growth Properties, Inc. - Fashion Place Lease re: Store #32 (Fashion Place), dated 9/14/2012 Resolved Assumed 0 21,510 32 General Growth Properties, Inc. - Fashion Show Mall LLC Lease re: Store #65 (Fashion Show), dated 4/12/2003 Resolved Assumed 0 85,663 33 General Growth Properties, Inc. - Hocker Oxmoor LLC Lease re: Store #87 (Oxmoor Center), dated 6/15/2006 Resolved Assumed 0 24,961 34 General Growth Properties, Inc. - La Cantera Specialty Retail, LP Lease re: Store #11 (La Cantera), dated 8/10/2011 Resolved Assumed 0 19,453
[1] All disputed cure amounts subject to a timely-filed objection will be resolved pursuant to the Plan.
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 5 of 28
* denotes a Remaining Executory Contract subject to the Motion. Pursuant to Rule 9006-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the period of time for the Post-Effective Date Debtors, with the consent of DBHI, to remove each Remaining Executory Contract from the Schedule of Assumed Executory Contract and Unexpired Leases under Article V.A. of the Plan is automatically extended until such time the Court rules on the Motion.
Z Gallerie
Plan Supplement-Executory Contracts and Agreements No. Counterparty Name Debtor State what the contract or lease is for and the nature of the debtor's interest Amount Required to Cure
Default Thereunder, If Any Assignee (if Applicable)
1 Adobe Systems Inc. Z Gallerie LLC Adobe Sales Order DR 1043830 $0 Winning Bidder 2 Affirm, Inc. Z Gallerie LLC Merchant Agreement $0 Winning Bidder* 3 AT&T Z Gallerie LLC Universal Extension - Amendment to AT&T Business Network Service Pricing Schedule or
Service Agreement #20120207-0040 $25,207 Winning Bidder
4 AT&T Z Gallerie LLC AT&T Managed Internet Service Pricing Schedule - Contract ID 8432644 Included above Winning Bidder 5 AT&T Z Gallerie LLC Transfer of Service Agreement (143944UA) Included above Winning Bidder 6 AT&T Z Gallerie LLC AT&T Business Local Calling ILEC Pricing Schedule - Contract ID 8850752 Included above Winning Bidder 7 AT&T Z Gallerie LLC AT&T Business Local Calling ILEC Pricing Schedule - Contract ID 8850753 Included above Winning Bidder 8 AT&T Z Gallerie LLC AT&T Hybrid Cloud Solutions Pricing Schedule - Contract ID 143944UA Included above Winning Bidder 9 AT&T Z Gallerie LLC AT&T Hybrid Cloud Solutions Pricing Schedule - Contract ID 143944UA Included above Winning Bidder 10 AT&T Z Gallerie LLC AT&T VPN Service Pricing Addendum for Access Channels - Contract ID 143944UA Included above Winning Bidder 11 AT&T Z Gallerie LLC AT&T VPN Service Pricing Addendum for Access Channels - Contract ID 143944UA Included above Winning Bidder 12 AT&T Z Gallerie LLC AT&T Network Based IP VPN Remote Access Pricing Schedule - Contract ID 143944UA Included above Winning Bidder 13 AT&T Z Gallerie LLC AT&T Network Based IP VPN Remote Access Pricing Schedule - Contract ID 143944UA Included above Winning Bidder 14 Bank of America Merchant Services LLC Z Gallerie LLC Mutual Confidentiality Agreement Included below Winning Bidder 15 Bank Of America Z Gallerie LLC Equipment Agreement Included below Winning Bidder* 16 Bank of America Merchant Services LLC Z Gallerie LLC Amendment to Replacement Agreement Included below Winning Bidder 17 Bank of America Merchant Services LLC Z Gallerie LLC Amendment to the Stored Value Card Processing Agreement Included below Winning Bidder 18 Bank of America Merchant Services LLC Z Gallerie LLC Service Confirmation Agreement $9,581 Winning Bidder 19 Curalate Inc. Z Gallerie LLC Master Service List and License Agreement $0 Winning Bidder 20 Discovery Benefits, Inc. Z Gallerie LLC Administrative Services Agreement $0 Winning Bidder 21 First Data Services, LLC, as assignee of IPS Card Solutions,
d/b/a ValueLink Z Gallerie LLC Services Agreement $0 Winning Bidder*
22 Gift Solutions LLC Z Gallerie LLC Services Agreement $0 Winning Bidder* 23 Invesp Z Gallerie LLC CRO Service Agreement $0 Winning Bidder 24 IPS Card Solutions, Inc. Z Gallerie LLC Stored Value Card Processing Agreement $0 Winning Bidder* 25 IPS Card Solutions, Inc. d/b/a Valuelink Z Gallerie LLC Stored Value Card Processing Agreement $0 Winning Bidder* 26 Kount, Inc. Z Gallerie LLC Kount Services Agreement and Amendments $3,405 Winning Bidder 27 LANtelligence Z Gallerie LLC Shoretel Licenses - Quote #MT-005750 $0 Winning Bidder 28 LANtelligence Z Gallerie LLC 2016-2017 ShoreTel Partner Support Renewal - Quote # MT-007122 $0 Winning Bidder 29 LANtelligence Z Gallerie LLC Shoretel Licenses - Quote # MT-007378 $0 Winning Bidder 30 LANtelligence Z Gallerie LLC 2017-2018 ShoreTel Partner Support - Quote # LP009000 $0 Winning Bidder 31 LANtelligence Z Gallerie LLC 2018-2019 Partner Support - Quote # LP1000075 $0 Winning Bidder 32 Lloyd's of London (Euclid Executive) Z Gallerie LLC Insurance Policy-D&O ELL0150395 00 $0 Winning Bidder 33 Lloyd's of London/Euclid Executive Z Gallerie LLC Insurance Policy - Excess D&O $0 Winning Bidder 34 M.C. Dean, Inc. Z Gallerie LLC Annual Maintenance Contract $0 Winning Bidder 35 Moovweb Z Gallerie LLC Order Form Full Service - Order Form #ZGallerie20190101 $0 Winning Bidder 36 Moovweb Z Gallerie LLC Order Form Full Service - Order Form #ZGallerie20170427 $0 Winning Bidder 37 Moovweb Z Gallerie LLC Order Form Full Service - Order Form #ZGallerie20180220 $0 Winning Bidder 38 Moovweb Z Gallerie LLC Order Form Full Service - Order Form #ZGallerie20160419 $0 Winning Bidder 39 Moovweb Z Gallerie LLC Master Service Agreement $0 Winning Bidder 40 Moovweb Z Gallerie LLC Order Form for online services $0 Winning Bidder 41 MVP Systems Software, Inc. Z Gallerie LLC JAMS Software Maintenance Subscription $0 Winning Bidder 42 Park Place Technologies Z Gallerie LLC Pricing Schedule $0 Winning Bidder 43 SeoMoz, Inc. Z Gallerie LLC Local Agreement for digital location management $0 Winning Bidder 44 Sovos Compliance, LLC Z Gallerie LLC Order Form re Sovos Cloud Solution Licenses effective 12/31/2018 $104,280 Winning Bidder* 45 Syndicate 2623/623 at Lloyd's Z Gallerie LLC Insurance Policy - Tech, E&O, Policy $0 Winning Bidder
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 6 of 28
* denotes a Remaining Executory Contract subject to the Motion. Pursuant to Rule 9006-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the period of time for the Post-Effective Date Debtors, with the consent of DBHI, to remove each Remaining Executory Contract from the Schedule of Assumed Executory Contract and Unexpired Leases under Article V.A. of the Plan is automatically extended until such time the Court rules on the Motion.
Z Gallerie
Plan Supplement-Executory Contracts and Agreements No. Counterparty Name Debtor State what the contract or lease is for and the nature of the debtor's interest Amount Required to Cure
Default Thereunder, If Any Assignee (if Applicable)
46 TeleCheck Services, Inc. Z Gallerie LLC Paper Warranty Services Agreement $0 Winning Bidder 47 TeleCheck Services, Inc. Z Gallerie LLC Paper Warranty Services Agreement $0 Winning Bidder 48 VPLS Solutions, LLC Z Gallerie LLC Brocade Essential Direct Support Subscription Services $0 Winning Bidder 49 VPLS Solutions, LLC Z Gallerie LLC Fortinet Router Solution Services $0 Winning Bidder 50 Workfront Z Gallerie LLC Z Gallerie Sales Order with Workfront Pro Flex License $0 Winning Bidder 51 Flexport International LLC Z Gallerie LLC Certificate of Award for Customs Brokerage Services $0 Winning Bidder
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 7 of 28
Exhibit A(ii)
Blackline of the Schedule of Assumed Executory Contracts and Unexpired Leases
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 8 of 28
Exhibit A(i) Schedule of Assumed Executory Contracts and Unexpired Leases
Plan Supplement-Unexpired Leases
No Counterparty Name State what the contract or lease is for and the nature of the debtor's interest
Status of Cure Dispute[1]
Assume/ Designate
Debtor’s Proposed
Cure Amount [Dkt. No. 395]
Landlord’s Proposed
Cure Amount [per objection
filed] 1 223-1 DL Holdings - The Shops at Dos Lagos Lease re: Store #89 (Dos Lagos), dated 10/6/2006 Undisputed Assumed 0 0 2 4th Street Holdings, LLC Lease: re Store #21 and Buying Office (Berkeley) dated 10/1/1991 Resolved Assumed 28,202 98,354 3 AD Pembroke Land Co - The Shops At Pembroke Gardens Lease re: Store #96 (Pembroke Pines), dated 8/7/2008 Undisputed Assumed 0 0 4 City Centre Partners - Citycentre Two Partners LP Lease re: Store #20 (CityCentre), dated 9/12/2013 Resolved Assumed 0 73,114 5 Forest City - Forest City Commercial Management Lease re: Store #10 (Village at Gulfstream Park), dated 2/3/2011 Undisputed Assumed 11,638 0 6 FRIT San Jose Town & Country - FRIT San Jose Town & Country LLC Lease re: Store #57 (Santana Row), dated 11/7/2002 Disputed Assumed 15,788 143,110 7 General Growth Properties, Inc. - Crocker Downtown Development Associates Lease re: Store #64 (Mizner Park), dated 3/15/2003 Resolved Assumed 0 46,187 8 General Growth Properties, Inc. - General Growth Properties, Inc. Lease re: Store #46 (Perimeter Mall), dated 7/1/2011 Resolved Assumed 0 32,960 9 Genova Burns, LLC - Paramus Design Center Lease re: Store #91 (Paramus Design Center), dated 2/16/2018 Undisputed Assumed 0 0
10 KD Knox Street Village Holdco, LLC Lease re: Store #51 (Knox Street), dated 4/1/2001 Disputed Assumed 0 305,783 11 Macerich - Scottsdale Fashion Square LLC Lease re: Store #16 (Scottsdale Fashion Square), dated 8/28/2010 Disputed Assumed 8,615 100,505 12 Mercato, LLP managed by Madison Marquette Lease re: Store #9 (The Mercato), dated 2/15/2009 Disputed Assumed 0 85,185 13 Millenia Crossing Lease re: Store #60 (Millenia Crossing), dated 10/18/2002 Resolved Assumed 11,540 75,027 14 Simon Property Group - Shops at Mission Viejo, LLC Lease re: Store #44 (Shops at Mission Viejo), dated 9/1/1999 Resolved Assumed 0 44,888 15 SLTS Grand Avenue - SLTS Grand Avenue Lease re: Store #47 (Southlake Town Square), dated 4/22/2016 Resolved Assumed 6,893 92,913 16 South Coast Plaza Lease re: Store #52 (South Coast Plaza), dated 5/5/2001 [Disputed]Resolved Assumed 20,785 135,263 17 Southglenn Property Holdings LLC Lease re: Store #31 (The Streets at South Glenn), dated 9/1/2013 Undisputed Assumed 0 0 18 Taubman Centers, Inc. Lease re: Store #35 (University Town Center), dated 10/7/2014 Disputed Assumed 0 62,880 19 Taubman Centers, Inc. Lease re: Store #38 (Cherry Creek), dated 12/1/1999 Disputed Assumed 14,579 82,304 20 Taubman Centers, Inc. - Tampa Westshore Associates Limited Partnership Lease re: Store #63 (International Plaza), dated 3/29/2003 Disputed Assumed 0 37,876 21 Taubman Centers, Inc. - Willow Bend Shopping Center Limited Partnership Lease re: Store #29 (Shops at Willow Bend), dated 4/18/2012 Disputed Assumed 10,206 67,349 22 Terreno 139th LLC Lease re: Store #12 / Gardena Distribution Center and HQ Resolved Assumed 63,886 236,297 23 The Retail Property Trust Lease re: Store #72 (Roosevelt Field), dated 10/28/2016 Resolved Assumed 0 73,671 24 The Roseville Fountains LP - The Fountains Lease re: Store #97 (The Fountains at Roseville), dated 6/27/2008 Undisputed Assumed 0 0 25 Village Square Dana Park, LLC Lease re: Store #98 (Village Square at Dana Park), dated 8/16/2008 Undisputed Assumed 0 0 26 Westfield Corp. - Sherman Oaks Fashion Associates LP Lease re: Store #45 (Fashion Square), dated 6/27/2014 Disputed Assumed 15,880 133,007 27 Westfield Corp. - Village at Westfield Topanga Lease re: Store #34 (Village at Topanga), dated 9/1/1998 Disputed Assumed 11,247 59,925 28 Macerich - Macerich Arizona Partners LLC Lease re: Store #18 (Kierland Commons), dated 10/1/2000 Disputed Assumed 0 29,751 29 Beverly Drive Enterprises - Beverly Drive Enterprises Lease re: Store #75 (Beverly Hills), dated 2/1/2005 Undisputed Assumed 17,625 0 30 168th and Dodge LP - The Mall in Columbia Business Trust Lease re: Store #70 (Mall in Columbia), dated 6/30/2017 Resolved Assumed 0 57,033 31 General Growth Properties, Inc. - Fashion Place Lease re: Store #32 (Fashion Place), dated 9/14/2012 Resolved Assumed 0 21,510 32 General Growth Properties, Inc. - Fashion Show Mall LLC Lease re: Store #65 (Fashion Show), dated 4/12/2003 Resolved Assumed 0 85,663 33 General Growth Properties, Inc. - Hocker Oxmoor LLC Lease re: Store #87 (Oxmoor Center), dated 6/15/2006 Resolved Assumed 0 24,961 34 General Growth Properties, Inc. - La Cantera Specialty Retail, LP Lease re: Store #11 (La Cantera), dated 8/10/2011 Resolved Assumed 0 19,453
[1] All disputed cure amounts subject to a timely-filed objection will be resolved pursuant to the Plan.
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 9 of 28
* denotes a Remaining Executory Contract subject to the Motion. Pursuant to Rule 9006-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the period of time for the Post-Effective Date Debtors, with the consent of DBHI, to remove each Remaining Executory Contract from the Schedule of Assumed Executory Contract and Unexpired Leases under Article V.A. of the Plan is automatically extended until such time the Court rules on the Motion.
Z Gallerie Plan Supplement-Executory Contracts and Agreements No. Counterparty Name Debtor State what the contract or lease is for and the nature of the debtor's interest Amount Required to Cure
Default Thereunder, If Any Assignee (if Applicable)
1 Adobe Systems Inc. Z Gallerie LLC Adobe Sales Order DR 1043830 $0 Winning Bidder 2 Affirm, Inc. Z Gallerie LLC Merchant Agreement $0 Winning Bidder* 3 AT&T Z Gallerie LLC Universal Extension - Amendment to AT&T Business Network Service Pricing Schedule or
Service Agreement #20120207-0040 $25,207 Winning
Bidder[*] 4 AT&T Z Gallerie LLC AT&T Managed Internet Service Pricing Schedule - Contract ID 8432644 Included above Winning
Bidder[*] 5 AT&T Z Gallerie LLC Transfer of Service Agreement (143944UA) Included above Winning
Bidder[*] 6 AT&T Z Gallerie LLC AT&T Business Local Calling ILEC Pricing Schedule - Contract ID 8850752 Included above Winning
Bidder[*] 7 AT&T Z Gallerie LLC AT&T Business Local Calling ILEC Pricing Schedule - Contract ID 8850753 Included above Winning
Bidder[*] 8 AT&T Z Gallerie LLC AT&T Hybrid Cloud Solutions Pricing Schedule - Contract ID 143944UA Included above Winning
Bidder[*] 9 AT&T Z Gallerie LLC AT&T Hybrid Cloud Solutions Pricing Schedule - Contract ID 143944UA Included above Winning
Bidder[*] 10 AT&T Z Gallerie LLC AT&T VPN Service Pricing Addendum for Access Channels - Contract ID 143944UA Included above Winning
Bidder[*] 11 AT&T Z Gallerie LLC AT&T VPN Service Pricing Addendum for Access Channels - Contract ID 143944UA Included above Winning
Bidder[*] 12 AT&T Z Gallerie LLC AT&T Network Based IP VPN Remote Access Pricing Schedule - Contract ID 143944UA Included above Winning
Bidder[*] 13 AT&T Z Gallerie LLC AT&T Network Based IP VPN Remote Access Pricing Schedule - Contract ID 143944UA Included above Winning
Bidder[*] 14 Bank of America Merchant Services LLC Z Gallerie LLC Mutual [Confidentialty]Confidentiality Agreement Included below Winning
Bidder[*] 15 Bank Of America Z Gallerie LLC Equipment Agreement Included below Winning Bidder* 16 Bank of America Merchant Services LLC Z Gallerie LLC Amendment to Replacement Agreement Included below Winning
Bidder[*] 17 Bank of America Merchant Services LLC Z Gallerie LLC Amendment to the Stored Value Card Processing Agreement Included below Winning
Bidder[*] 18 Bank of America Merchant Services LLC Z Gallerie LLC Service Confirmation Agreement $9,581 Winning
Bidder[*] 19 Curalate Inc. Z Gallerie LLC Master Service List and License Agreement $0 Winning Bidder 20 Discovery Benefits, Inc. Z Gallerie LLC Administrative Services Agreement $0 Winning
Bidder[*] 21 First Data Services, LLC, as assignee of IPS Card Solutions,
d/b/a ValueLink Z Gallerie LLC Services Agreement $0 Winning Bidder*
22 Gift Solutions LLC Z Gallerie LLC Services Agreement $0 Winning Bidder* [23] [Granite Telecommunications LLC] [Z Gallerie
LLC] [AT&T Virtual Private Network Service Commercial Interconnect Authorization and Addendum to Pricing Schedule]
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 10 of 28
* denotes a Remaining Executory Contract subject to the Motion. Pursuant to Rule 9006-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the period of time for the Post-Effective Date Debtors, with the consent of DBHI, to remove each Remaining Executory Contract from the Schedule of Assumed Executory Contract and Unexpired Leases under Article V.A. of the Plan is automatically extended until such time the Court rules on the Motion.
Z Gallerie Plan Supplement-Executory Contracts and Agreements No. Counterparty Name Debtor State what the contract or lease is for and the nature of the debtor's interest Amount Required to Cure
Default Thereunder, If Any Assignee (if Applicable)
[31]28 LANtelligence Z Gallerie LLC 2016-2017 ShoreTel Partner Support Renewal - Quote # MT-007122 $0 Winning Bidder [32]29 LANtelligence Z Gallerie LLC Shoretel Licenses - Quote # MT-007378 $0 Winning Bidder [33]30 LANtelligence Z Gallerie LLC 2017-2018 ShoreTel Partner Support - Quote # LP009000 $0 Winning Bidder [34]31 LANtelligence Z Gallerie LLC 2018-2019 Partner Support - Quote # LP1000075 $0 Winning Bidder [35]32 Lloyd's of London (Euclid Executive) Z Gallerie LLC Insurance Policy-D&O ELL0150395 00 $0 Winning
Bidder[*] [36]33 Lloyd's of London/Euclid Executive Z Gallerie LLC Insurance Policy - Excess D&O $0 Winning
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 11 of 28
* denotes a Remaining Executory Contract subject to the Motion. Pursuant to Rule 9006-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the period of time for the Post-Effective Date Debtors, with the consent of DBHI, to remove each Remaining Executory Contract from the Schedule of Assumed Executory Contract and Unexpired Leases under Article V.A. of the Plan is automatically extended until such time the Court rules on the Motion.
Z Gallerie Plan Supplement-Executory Contracts and Agreements No. Counterparty Name Debtor State what the contract or lease is for and the nature of the debtor's interest Amount Required to Cure
Default Thereunder, If Any Assignee (if Applicable)
[61]35 Moovweb Z Gallerie LLC Order Form Full Service - Order Form #ZGallerie20190101 $0 Winning Bidder [62]36 Moovweb Z Gallerie LLC Order Form Full Service - Order Form #ZGallerie20170427 $0 Winning Bidder [63]37 Moovweb Z Gallerie LLC Order Form Full Service - Order Form #ZGallerie20180220 $0 Winning Bidder [64]38 Moovweb Z Gallerie LLC Order Form Full Service - Order Form #ZGallerie20160419 $0 Winning Bidder [65]39 Moovweb Z Gallerie LLC Master Service Agreement $0 Winning Bidder [66]40 Moovweb Z Gallerie LLC Order Form for online services $0 Winning Bidder [67]41 MVP Systems Software, Inc. Z Gallerie LLC JAMS Software Maintenance Subscription $0 Winning Bidder [68]42 Park Place Technologies Z Gallerie LLC Pricing Schedule $0 Winning Bidder [69]43 SeoMoz, Inc. Z Gallerie LLC Local Agreement for digital location management $0 Winning Bidder [70]44 Sovos Compliance, LLC Z Gallerie LLC Order Form re Sovos Cloud Solution Licenses effective 12/31/2018 $104,280 Winning Bidder* [71]45 Syndicate 2623/623 at Lloyd's Z Gallerie LLC Insurance Policy - Tech, E&O, Policy $0 Winning
Bidder[*] [72]46 TeleCheck Services, Inc. Z Gallerie LLC Paper Warranty Services Agreement $0 Winning Bidder [73]47 TeleCheck Services, Inc. Z Gallerie LLC Paper Warranty Services Agreement $0 Winning Bidder [74]48 VPLS Solutions, LLC Z Gallerie LLC Brocade Essential Direct Support Subscription Services $0 Winning Bidder [75]49 VPLS Solutions, LLC Z Gallerie LLC Fortinet Router Solution Services $0 Winning Bidder [76]50 Workfront Z Gallerie LLC Z Gallerie Sales Order with Workfront Pro Flex License $0 Winning Bidder [77]51 Flexport International LLC Z Gallerie LLC [Cerificate]Certificate of Award for Customs Brokerage Services $0 Winning Bidder
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 12 of 28
Exhibit B(i)
Schedule of Rejected Executory Contracts and Unexpired Leases
Pursuant to Article V of the Plan, on the Effective Date, except as otherwise provided herein, each Executory Contract or Unexpired Lease, not previously assumed, assumed and assigned, or rejected shall be deemed automatically rejected, pursuant to sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease: (1) is identified on the Schedule of Assumed Executory Contracts and Unexpired Leases; (2) is the subject of a motion to assume such Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; (3) is a contract, release, or other agreement or document entered into in connection with the Plan; or (4) is an insurance policy.
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 13 of 28
Exhibit B(i) Schedule of Rejected Executory Contracts and Unexpired Leases
Z Gallerie
Plan Supplement-Unexpired Leases
No Counterparty Name State what the contract or lease is for and the nature of the debtor's interest
1 119 Leawood LLC - Town Center Crossing Lease re: Store #95 (Town Center Crossing), dated 7/2/2008
46 Services Agreement #10000097850 dated 1/27/2017 Z Gallerie, LLC Brink's US
47 Consulting Agreement Z Gallerie, LLC Cabrillo Advisors, Inc.
48 Group Health Service Contract-Blue Shield of California PPO Plan Z Gallerie, LLC California Physicians' Service dba Blue Shield of California
49 Group Health Service Contract-Blue Shield of California Access+ HMO® Plan Z Gallerie, LLC California Physicians' Service dba Blue Shield of California
5 This Contract has expired pursuant to its own terms and thus cannot be assumed and assigned.
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 15 of 28
No Agreement Seller Party Counterparty
50 Group Health Service Contract-Blue Shield of California PPO Savings Plan Z Gallerie, LLC California Physicians' Service dba Blue Shield of California
51 Group Health Service Contract-Blue Shield of California Trio ACO HMO Plan Z Gallerie, LLC California Physicians' Service dba Blue Shield of California
52 Vendor Agreement Z Gallerie, LLC California Umbrella
53 Equipment Lease Agreement Z Gallerie, LLC Caltronics Business Systems
54 Services Agreement Z Gallerie, LLC CareWorks Absence Management
55 Recruiting Services Invoices Z Gallerie, LLC CDM Search, LLC
56 Licensing Subscription Z Gallerie, LLC CDW Corporation
57 Settlement Agreement Z Gallerie, LLC Century Group Professionals, LLC
58 Vendor Agreement Z Gallerie, LLC Chandra Rugs
59 Letter of Credit (“LOC”) Z Gallerie, LLC Citibank, N.A.
62 Private Label Credit Card Program Agreement dated October 15, 2003 Z Gallerie, LLC Comenity Bank f/k/a World Financial Network National Bank
63 First Amendment to the Private Label Credit Card Program Agreement dated October 15, 2003 Z Gallerie, LLC Comenity Bank f/k/a World Financial Network National Bank
64 Point of Sale Test Account Set up Z Gallerie, LLC Comenity, LLC
65 Mutual Non-Disclosure Agreement Z Gallerie, LLC Comenity, LLC
66 Vendor Agreement Z Gallerie, LLC Commonwealth Home Fashions
67 Merchant Program Agreement Z Gallerie, LLC Connexity, Inc.
68 Vendor Agreement Z Gallerie, LLC Container Marketing, Inc. (CMI)
69 Master Service Agreement Z Gallerie, LLC Corra Technology, Inc.
70 Services Agreement Z Gallerie, LLC Corra Technology, Inc.
71 Scope Change Order - Work Order #ZGAL.ECM.1802.1.4 Z Gallerie, LLC Corra Technology, Inc.
72 Scope Change Order - Work Order #ZGAL.ECM.1802.1.8 Z Gallerie, LLC Corra Technology, Inc.
73 Scope Change Order - Work Order #ZGAL.ECM.1802.1.9 Z Gallerie, LLC Corra Technology, Inc.
74 Scope Change Order - Work Order #ZGAL.ECM.1802.1.5 Z Gallerie, LLC Corra Technology, Inc.
75 Short Term Rental Agreement Z Gallerie, LLC Crown Equipment Corporation
76 Proposal-Equipment Rental Z Gallerie, LLC Crown Equipment Corporation d/b/a Crown Lift Trucks - Long Beach
77 Full Maintenance Service Agreement Z Gallerie, LLC Crown Equipment Corporation d/b/a Crown Lift Trucks - Atlanta
78 Full Maintenance Service Agreement Z Gallerie, LLC Crown Equipment Corporation d/b/a Crown Lift Trucks - Long Beach
79 Consulting Agreement Z Gallerie, LLC Cybernetic Solutions, Inc.
80 Services Agreement Z Gallerie, LLC Dallimore & Co.
81 Vendor Agreement Z Gallerie, LLC Downtown Company Luxury Bedding, Inc.
82 Services Agreement Z Gallerie, LLC Ecova, Inc.
83 Location Contract for Filming Vanderpump Rules Z Gallerie, LLC EFT Media Productions LLC d/b/a Evolution Media
84 Add-On Order Form re License Agreement Z Gallerie, LLC Emtrain
85 Change of Name Agreement for Services Agreement Z Gallerie, LLC ENGIE Insight Services Inc., f/k/a Ecova, Inc.
86 Change Authorization/Amendment to Total Energy and Sustainability Services Agreement Z Gallerie, LLC ENGIE Insight Services, Inc., f/k/a Ecova, Inc.
87 Maintenance Renewal Z Gallerie, LLC Equest Corp.
88 Vendor Agreement Z Gallerie, LLC Euro Style, Inc.
89 Facilities Maintenance Services Agreement Z Gallerie, LLC Facilitysource, LLC
90 Insurance Policy-Crime & Fiduciary 8208-6135 Z Gallerie, LLC Federal Insurance Company (Chubb)
91 Fedex Technology Incentive Program Agreement Z Gallerie, LLC Fedex Corproate Services, Inc.
92 Pricing Agreement Z Gallerie, LLC FedEx Corporate Services, Inc.
93 Insurance Policy-Property, Auto, Inland Marine, S 49 DXJ 80990293 Z Gallerie, LLC Fireman's Fund Insurance Company (Allianz SE)
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 16 of 28
No Agreement Seller Party Counterparty
94 Engagement Letter Z Gallerie, LLC Gasthalter & Co. LP
95 Advertising Services Agreement Z Gallerie, LLC Google LLC
96 Agreement for Unarmed Protective Services Z Gallerie, LLC Goudarzi
97 AT&T Virtual Private Network Service Commercial Interconnect Authorization and Addendum to Pricing Schedule Z Gallerie, LLC Granite Telecommunications LLC
98 Commercial Account Form and Letter of Agency Z Gallerie, LLC Granite Telecommunications LLC
99 Insurance Policy-Umbrella UMB 9999709 Z Gallerie, LLC Great American Insurance Company of New York (Sterling Risk)
100 Trust Agreement Z Gallerie, LLC Great West Trust Company, LLC
101 Vendor Agreement Z Gallerie, LLC Home Meridian Intl.,Inc.
102 Agreement for Staffing Services for Z Gallerie, LLC Z Gallerie, LLC HR Personnel Services
103 Renewal Order Form Z Gallerie, LLC iCIMS, Inc.
104 Agreement for Services re Graphics and Printing Z Gallerie, LLC International Color Services
105 Secure Shredding Services Agreement effective 9/22/2015 Z Gallerie, LLC Iron Mountain Secure Shredding, Inc.
107 Schedule 2-A Amended Maintenance Schedule Z Gallerie, LLC JDA Software Inc.
108 Settlement Agreement Z Gallerie, LLC Jenna Couture
109 Letter of Credit Reimbursement and Security Agreement (Standby Letter of Credit for benefit of Hanover Insurance Company)
Z Gallerie, LLC KeyBank National Association
110 Letter of Credit Reimbursement and Security Agreement (Standby Letter of Credit for benefit of Hartford Fire Insurance Company)
Z Gallerie, LLC KeyBank National Association
111 Equipment Rental Agreement dated 4/28/2008 Z Gallerie, LLC KHL Engineered Packaging Solutions
112 Engagement Letter Z Gallerie, LLC Klehr Harrison Harvey Branzburg LLP
113 Equipment Rental Agreement Z Gallerie, LLC Landsberg Orora
114 LinkedIn Subscription Agreement Z Gallerie, LLC LinkedIn
115 Services Agreement Z Gallerie, LLC Listrak, Inc.
116 Services Agreement Z Gallerie, LLC Magento, Inc.
117 Transportation Management Solutions Agreement Z Gallerie, LLC Manning Consulting Group, Inc.
118 Transportation Management Solutions Agreement re software and support services Z Gallerie, LLC Manning Consulting Group, Inc.
119 Social Influencers/Engage Professionals Agreement Z Gallerie, LLC Meltwater News US Inc
120 Group Long Term Disability Insurance Policy Z Gallerie, LLC Metropolitan Life Insurance Company
121 Agreement for Voice, Advanced Voice, Data & IP Services Z Gallerie, LLC Metropolitan Telecommunications a/k/a MetTel
122 SOW - Aptos CRM Feeds Z Gallerie, LLC Microexcel Inc.
123 SOW - BOPS Phase II Enhancements Z Gallerie, LLC Microexcel Inc.
124 SOW - Open Orders Export Using Shopvisible API Z Gallerie, LLC Microexcel Inc.
125 SOW - Order Tracking II ETA Message Z Gallerie, LLC Microexcel Inc.
126 SOW - Taxware Enhancements Z Gallerie, LLC Microexcel Inc.
127 SOW - Web Customer Export Vi API Z Gallerie, LLC Microexcel Inc.
128 SOW - Annex Cloud Ratings Reviews API Integration Z Gallerie, LLC Microexcel Inc.
129 SOW - Buy Online Pickup Phase 1 Z Gallerie, LLC Microexcel Inc.
130 SOW - Kount Integration on Website Z Gallerie, LLC Microexcel Inc.
131 SOW - Custom Furniture/Product Variation Improvement Z Gallerie, LLC Microexcel Inc.
132 SOW - Coupon Module Enhancements Z Gallerie, LLC Microexcel Inc.
133 SOW - BOPS Portal Z Gallerie, LLC Microexcel Inc.
134 SOW - A+ Page Development Z Gallerie, LLC Microexcel Inc.
135 SOW - Aptos CRM API Integration Z Gallerie, LLC Microexcel Inc.
136 SOW - Avalara Tax Engine Integration Z Gallerie, LLC Microexcel Inc.
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 17 of 28
No Agreement Seller Party Counterparty
137 SOW - Internal Application Z Gallerie, LLC Microexcel Inc.
138 SOW - Load Testing Website Z Gallerie, LLC Microexcel Inc.
139 SOW - Payeezy Integration Z Gallerie, LLC Microexcel Inc.
140 SOW - Annex Cloud Ratings Reviews API Integration Z Gallerie, LLC Microexcel Inc.
141 SOW - BOPS Portal Customer Service Z Gallerie, LLC Microexcel Inc.
142 SOW - Custom SKU Search Z Gallerie, LLC Microexcel Inc.
143 Audioeye Accessibility Compliance Enhancements Z Gallerie, LLC Microexcel Inc.
144 Change Order Request re: Proxy Setup Z Gallerie, LLC Mission Cloud Services
145 Vendor Agreement Z Gallerie, LLC Modus Furniture International
146 Vendor Agreement Z Gallerie, LLC Oliver Gal. Inc.
147 Cloud Optimizer Terms and Conditions Z Gallerie, LLC Onica Group LLC
148 Executable Quote re Endeca Z Gallerie, LLC Oracle America Inc
149 Purchase Order #IT-01ENDECA-180119-1 Z Gallerie, LLC Oracle America Inc
150 Purchase Order #IT-01ORACLE-20160105-1 Z Gallerie, LLC Oracle America Inc
151 Purchase Order #IT-01ORACLE-20160105-2 Z Gallerie, LLC Oracle America Inc
152 Technical Support Services Renewal Order - Support Service #6243176 Z Gallerie, LLC Oracle Premier Support Renewal Center
153 Vendor Agreement Z Gallerie, LLC Oriental Weavers
154 Amendment to Master Services Agreement Z Gallerie, LLC PlayNetwork, Inc.
155 Quote for Printing and Mailing Proposal for Paper products Z Gallerie, LLC Print Strategy Inc
156 Critical Illness Insurance Plan Z Gallerie, LLC Reliastar Insurance Company (VOYA)
157 Purchase Agreement Z Gallerie, LLC RetailNext, Inc. 158 Master Purchase Agreement 01 Z Gallerie, LLC RetailNext, Inc. 159 Amendment to Master Service Agreement 01 Z Gallerie, LLC RetailNext, Inc. 160 Vendor Agreement Z Gallerie, LLC Rizzy Home, aGeorgiacorporation (dba Rizzy)
161 Agreement Z Gallerie, LLC RR Donnelly & Sons Company
162 Master Service Agreement with R2 Marketing Z Gallerie, LLC R Squared Marketing Inc.
163 Consulting Agreement Z Gallerie, LLC Robert N. Weingarten
164 Severance Agreement Z Gallerie, LLC Robert Otto
165 G Suite Customer Agreement and Ordering Document Z Gallerie, LLC SADA Systems, Inc
166 Services Agreement Z Gallerie, LLC SADA Systems, Inc
167 Order Form - Quote #Q-00373916 Z Gallerie, LLC salesforce.com, inc.
168 Subscription Services for ITAM Licenses Z Gallerie, LLC Samanage USA, Inc.
169 Vendor Agreement Z Gallerie, LLC SAMS International
170 Agreement for Staffing Services for Z Gallerie, LLC Z Gallerie, LLC Select Staffing
172 Services Agreement Z Gallerie, LLC Social Annex, Inc.(dba Annex cloud)
173 Insurance Policy-Workers Compensation (AOS)WCDS1036K0 Z Gallerie, LLC Sompo America Insurance Company
174 Insurance Policy-Workers Compensation (WI)WCNS1073V0 Z Gallerie, LLC Sompo America Insurance Company
175 Scope and Proposal for IT Services Z Gallerie, LLC SPS Commerce
176 Vendor Agreement Z Gallerie, LLC Summer Classics/ Private Label
177 Vendor Agreement Z Gallerie, LLC Summer Classics/ Private Label
178 Letter of Credit ("LOC") Z Gallerie, LLC The CIT group/Commercial Services, Inc. and/or CIT Bank, N.A.
179 Amendment to The Ultimate Software Group, Inc. UltiPro Agreement Z Gallerie, LLC The Ultimate Software Group, Inc.
180 The Ultimate Software Group, Inc. UltiPro Agreement Z Gallerie, LLC The Ultimate Software Group, Inc.
181 Ultipro Affordable Care Act Distribution Services Supplement to The Ultimate Software Group, Inc. Z Gallerie, LLC The Ultimate Software Group, Inc.
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 18 of 28
No Agreement Seller Party Counterparty
182 UltiPro Agreement - Employees healthcare benefits software subscription/support services Z Gallerie, LLC The Ultimate Software Group, Inc.
183 Ultipro Benefits Prime Supplement to The Ultimate Software Group, Inc. UltiPro Agreement Z Gallerie, LLC The Ultimate Software Group, Inc.
184 Vendor Agreement Z Gallerie, LLC The Uttermost Co.
185 Consulting Agreement Z Gallerie, LLC TechnologyManagement Concepts
186 Z Gallerie, LLC Thanx Media
187 Agreement for Investigative and Security Services Z Gallerie, LLC Threat Management and Protection, Inc.
188 Agreement for Investigative and Security Services Z Gallerie, LLC Threat Management and Protection, Inc.
189 Vendor Agreement Z Gallerie, LLC TOV Furniture
190 Agreement for Operation of Equipment Z Gallerie, LLC TrueBlue Enterprises, Inc. as Agent for Its Subsidiaries and Affiliates
191 Home Delivery Vendor Agreement (effective August 03, 2018) Z Gallerie, LLC Tuscany 3PL
192 Client Services Agreement (Contract Hybrid) re Consulting Services Z Gallerie, LLC Vaco Los Angeles, LLC
193 Security Agreement Z Gallerie, LLC Vector Security, Inc.
194 Group Vision Care Plan Z Gallerie, LLC Vision Service Plan
195 Broker Letter of Record Z Gallerie, LLC Wells Fargo Insurance
196 Feed Management Z Gallerie, LLC Wpromote, Inc.
197 Search Engine Marketing Z Gallerie, LLC Wpromote, Inc.
198 Master Service Agreement for on-line non- downloadable cloud computing software Z Gallerie, LLC yRuler Inc.
199 Statement of Work for access to yRuler Inc. "Tangiblee Platform" Z Gallerie, LLC yRuler Inc.
200 Master Service Agreement for on-line non- downloadable cloud computing software Z Gallerie, LLC yRuler Inc.
201 Statement of Work for access to yRuler Inc. "Tangiblee Platform" Z Gallerie, LLC yRuler Inc.
202 Services Agreement Z Gallerie, LLC X.Commerce, Inc. d/b/a Magento, Inc.
203 Proposal -Microsoft Dynamics GP2015 with Retail Bridge for APTOS Z Gallerie, LLC XSI Technologies
204 Z Gallerie, LLC Zoho Corp
205 Statement of Work Bank Card Replacement Z Gallerie, LLC Zones Inc
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 19 of 28
Exhibit B(ii)
Blackline of the Schedule of Rejected Executory Contracts and Unexpired Leases
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 20 of 28
Exhibit B(i) Blackline of Schedule of Rejected Executory Contracts and Unexpired Leases
Z Gallerie
Plan Supplement-Unexpired Leases
No Counterparty Name State what the contract or lease is for and the nature of the debtor's interest
1 119 Leawood LLC - Town Center Crossing Lease re: Store #95 (Town Center Crossing), dated 7/2/2008
46 Services Agreement #10000097850 dated 1/27/2017 Z Gallerie, LLC Brink's US
4 This Contract has expired pursuant to its own terms and thus cannot be assumed and assigned. 5 This Contract has expired pursuant to its own terms and thus cannot be assumed and assigned.
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 22 of 28
No Agreement Seller Party Counterparty
47 Consulting Agreement Z Gallerie, LLC Cabrillo Advisors, Inc.
48 Group Health Service Contract-Blue Shield of California PPO Plan Z Gallerie, LLC California Physicians' Service dba Blue Shield of California
49 Group Health Service Contract-Blue Shield of California Access+ HMO® Plan Z Gallerie, LLC California Physicians' Service dba Blue Shield of California
50 Group Health Service Contract-Blue Shield of California PPO Savings Plan Z Gallerie, LLC California Physicians' Service dba Blue Shield of California
51 Group Health Service Contract-Blue Shield of California Trio ACO HMO Plan Z Gallerie, LLC California Physicians' Service dba Blue Shield of California
52 Vendor Agreement Z Gallerie, LLC California Umbrella
53 Equipment Lease Agreement Z Gallerie, LLC Caltronics Business Systems
54 Services Agreement Z Gallerie, LLC CareWorks Absence Management
55 Recruiting Services Invoices Z Gallerie, LLC CDM Search, LLC
56 Licensing Subscription Z Gallerie, LLC CDW Corporation
57 Settlement Agreement Z Gallerie, LLC Century Group Professionals, LLC
58 Vendor Agreement Z Gallerie, LLC Chandra Rugs
59 Letter of Credit (“LOC”) Z Gallerie, LLC Citibank, N.A.
62 Private Label Credit Card Program Agreement dated October 15, 2003 Z Gallerie, LLC Comenity Bank f/k/a World Financial Network National Bank
63 First Amendment to the Private Label Credit Card Program Agreement dated October 15, 2003 Z Gallerie, LLC Comenity Bank f/k/a World Financial Network National Bank
64 Point of Sale Test Account Set up Z Gallerie, LLC Comenity, LLC
65 Mutual Non-Disclosure Agreement Z Gallerie, LLC Comenity, LLC
66 Vendor Agreement Z Gallerie, LLC Commonwealth Home Fashions
67 Merchant Program Agreement Z Gallerie, LLC Connexity, Inc.
68 Vendor Agreement Z Gallerie, LLC Container Marketing, Inc. (CMI)
69 Master Service Agreement Z Gallerie, LLC Corra Technology, Inc.
70 Services Agreement Z Gallerie, LLC Corra Technology, Inc.
71 Scope Change Order - Work Order #ZGAL.ECM.1802.1.4 Z Gallerie, LLC Corra Technology, Inc.
72 Scope Change Order - Work Order #ZGAL.ECM.1802.1.8 Z Gallerie, LLC Corra Technology, Inc.
73 Scope Change Order - Work Order #ZGAL.ECM.1802.1.9 Z Gallerie, LLC Corra Technology, Inc.
74 Scope Change Order - Work Order #ZGAL.ECM.1802.1.5 Z Gallerie, LLC Corra Technology, Inc.
75 Short Term Rental Agreement Z Gallerie, LLC Crown Equipment Corporation
76 Proposal-Equipment Rental Z Gallerie, LLC Crown Equipment Corporation d/b/a Crown Lift Trucks - Long Beach
77 Full Maintenance Service Agreement Z Gallerie, LLC Crown Equipment Corporation d/b/a Crown Lift Trucks - Atlanta
78 Full Maintenance Service Agreement Z Gallerie, LLC Crown Equipment Corporation d/b/a Crown Lift Trucks - Long Beach
79 Consulting Agreement Z Gallerie, LLC Cybernetic Solutions, Inc.
80 Services Agreement Z Gallerie, LLC Dallimore & Co.
81 Vendor Agreement Z Gallerie, LLC Downtown Company Luxury Bedding, Inc.
82 Services Agreement Z Gallerie, LLC Ecova, Inc.
83 Location Contract for Filming Vanderpump Rules Z Gallerie, LLC EFT Media Productions LLC d/b/a Evolution Media
84 Add-On Order Form re License Agreement Z Gallerie, LLC Emtrain
85 Change of Name Agreement for Services Agreement Z Gallerie, LLC ENGIE Insight Services Inc., f/k/a Ecova, Inc.
86 Change Authorization/Amendment to Total Energy and Sustainability Services Agreement Z Gallerie, LLC ENGIE Insight Services, Inc., f/k/a Ecova, Inc.
87 Maintenance Renewal Z Gallerie, LLC Equest Corp.
Case 19-10488-KBO Doc 559 Filed 11/04/19 Page 23 of 28
No Agreement Seller Party Counterparty
88 Vendor Agreement Z Gallerie, LLC Euro Style, Inc.
89 Facilities Maintenance Services Agreement Z Gallerie, LLC Facilitysource, LLC
90 Insurance Policy-Crime & Fiduciary 8208-6135 Z Gallerie, LLC Federal Insurance Company (Chubb)
91 Fedex Technology Incentive Program Agreement Z Gallerie, LLC Fedex Corproate Services, Inc.
92 Pricing Agreement Z Gallerie, LLC FedEx Corporate Services, Inc.
93 Insurance Policy-Property, Auto, Inland Marine, S 49 DXJ 80990293 Z Gallerie, LLC Fireman's Fund Insurance Company (Allianz SE)
94 Engagement Letter Z Gallerie, LLC Gasthalter & Co. LP
95 Advertising Services Agreement Z Gallerie, LLC Google LLC
96 Agreement for Unarmed Protective Services Z Gallerie, LLC Goudarzi
97 AT&T Virtual Private Network Service Commercial Interconnect Authorization and Addendum to Pricing Schedule Z Gallerie, LLC Granite Telecommunications LLC
98 Commercial Account Form and Letter of Agency Z Gallerie, LLC Granite Telecommunications LLC
[97]
99
Insurance Policy-Umbrella UMB 9999709 Z Gallerie, LLC Great American Insurance Company of New York (Sterling Risk)
[98]
100 Trust Agreement Z Gallerie, LLC Great West Trust Company, LLC
[99]
101 Vendor Agreement Z Gallerie, LLC Home Meridian Intl.,Inc.
[100
]102 Agreement for Staffing Services for Z Gallerie, LLC Z Gallerie, LLC HR Personnel Services
[101
]103 Renewal Order Form Z Gallerie, LLC iCIMS, Inc.
[102
]104 Agreement for Services re Graphics and Printing Z Gallerie, LLC International Color Services
[103
]105 Secure Shredding Services Agreement effective 9/22/2015 Z Gallerie, LLC Iron Mountain Secure Shredding, Inc.
