Bob's Steak and Chop House Sale Documents

Case 09-33211-hdh11 Doc 71 Filed 08/14/09 Entered 08/14/09 17:33:27 Desc Main
Document Page 1 of 20
Mark H. Ralston
The Ralston Law Firm
2603 Oak Lawn Avenue
Suite 230, LB 2
Dallas, TX 75219
Phone: (214) 295-6416
Fax: (214) 602-1250
Email: RalstonLaw@gmail.com
COUNSEL FOR SILVEROAK HOLDINGS,

LTD.
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
§
IN RE: § Chapter 11
§
SILVEROAK HOLDINGS, LTD., § Case No. 09-33211
§
Debtor. §
§
DEBTOR’S MOTION FOR ORDER PURSUANT TO 11 U.S.C. §§ 105, 363, AND 365
AND BANKRUPTCY RULES 2002, 6004, 6006, AND 9014 APPROVING:
(A) SALE OF SUBSTANTIALLY ALL ASSETS OF DEBTORS AND
RELATED SALE PROCEDURES; (B) ASSUMPTION AND ASSIGNMENT OF
EXECUTORY CONTRACTS AND UNEXPIRED LEASES,
AND (C) GRANTING RELATED RELIEF
A HEARING WILL BE CONDUCTED ON THIS MATTER ON

SEPTEMBER 18, 2009, AT 9:00 A.M. IN THE COURTROOM OF THE
HONORABLE HARLAN D. HALE, UNITED STATES BANKRUPTCY
JUDGE FOR THE NORTHERN DISTRICT OF TEXAS, AT 1100
COMMERCE ST., DALLAS, TEXAS, 75242. IF YOU OBJECT TO THE
RELIEF REQUESTED HEREIN, YOU MUST RESPOND IN WRITING,
SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS
PLEADING. UNLESS OTHERWISE DIRECTED BY THE COURT, YOU
MUST FILE YOUR RESPONSE WITH THE CLERK OF THE
BANKRUPTCY COURT WITHIN TWENTY-THREE DAYS FROM THE
DATE THAT YOU WERE SERVED WITH THIS PLEADING. YOU
MUST SERVE A COPY OF YOUR RESPONSE ON COUNSEL FOR THE
DEBTORS; OTHERWISE, THE COURT MAY TREAT THE PLEADING
AS UNOPPOSED AND GRANT THE RELIEF REQUESTED.
DEBTOR’S MOTION FOR ORDER PURSUANT TO 11 U.S.C. §§ 105, 363, AND 365 PAGE 1
Debtor Siveroak Holdings, Ltd. (the “Debtor” or “Silveroak”) as debtor and debtor-in-
possession in the above-captioned chapter 11 case (the “Bankruptcy Case”), moves pursuant to 11
U.S.C. §§ 105, 363, and 365 and Rules 2002, 6004, 6006, and 9014 of the Federal Rules of
Bankruptcy Procedure for an order providing for the sale of its assets and approval of the
assumption and assignment of leases and executory contracts, as desribed in further detail herein.
In support of this Motion, the Debtor states as follows:
I.
JURISDICTION AND VENUE
1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 1334 and
157. This matter concerns the administration of the Silveroak bankruptcy estate; accordingly, it is
a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue in this District is proper pursuant to
28 U.S.C. §§ 1408 and 1409. The predicates for the relief requested herein are 11 U.S.C. §§ 105,
363, and 365 and Rules 2002, 6004, 6006, and 9014 of the Federal Rules of Bankruptcy
Procedure (the “Bankruptcy Rules”).
II.
RELIEF REQUESTED
2. Silveroak requests that this Court enter an order or orders providing for the
following relief:
a. Approving sale procedures for the sale of its tangible assets

and the assumption and assignment of certain real property
leases and other executory contracts (generally, the “Sale
Procedures”);
b. Approving the establishment of BSCH Management, LLC

(“BSCH”) as the stalking-horse bidder and certain bid
protections with respect to BSCH;
c. Approving the form of an asset purchase agreement to be

submitted to the Court prior to any hearing on the approval
of the Sale Procedures.
d. Upon further hearing, approving the sale of the Purchased

Assets (defined herein) and the assumption and assignment
of the Designated Contracts (defined herein) as requested
by Silveroak or its successor under terms and conditions
consistent with the Sale Procedures, such sale to be to
BSCH or any other Qualified Bidder(s) that is
determined to have submitted the Highest and Best Bid,
free and clear of liens, claims, encumbrances, and interests in
accordance with the Sale Procedures;
e. Establishing the amount of any cure claim to be paid to any

counter-party on any lease or executory contract to be
assumed and assigned in accordance with the Sale
Procedures; and
f. Granting all other related relief as determined to be

appropriate.
III.
BACKGROUND
A. Commencement of Cases
3. The Debtor commenced this proceeding on May 26, 2009 (the “Petition Date”) by
filing a voluntary petition under Chapter 11 of the United States Bankruptcy Code. Since the
filing of the petition, the Debtor has remained in possession of its assets and continued in
operation of its business as a debtor-in-possession pursuant to 11 U.S.C. §§1107 and 1108.
4. The Debtor’s principal business is the operation of a premier steak house
restaurant doing business under a license agreement as “Bob’s Steak & Chop House” at 4300
Lemmon Avenue in Dallas, Texas (the “Original Restaurant”).
5. Mr. Robert J. Sambol (“Sambol”) founded the Original Restaurant in December
1994 with financial backing directly or indirectly from Mr. William W. Lenox (“Lenox”). The
Original Restaurant was the first of the “Bob’s Steak & Chop House” group, which currently is
comprised of six restaurants. At that time, the Original Restaurant was owned by Silveroak, a
limited partnership in which Sambol and Lenox (through intermediary entities) were each 50%
owners.
6. In the fall and winter of 2004, Cherry Creek Restaurant Group, Ltd. (“CCRG”),
another limited partnership in which Sambol and Lenox (through intermediary entities) were each
50% owners, began development of a Bob’s Steak & Chop House in the Denver, Colorado area
(the “Denver Restaurant”). CCRG completed and opened the Denver Restaurant in February of
2005. CCRG obtained financing for the construction, furnishing and necessary working capital
needed for the Denver Restaurant from Frost National Bank, N.A. (“Frost”). The construction,
working capital and other loan facilities that Frost provided in connection with the Denver
Restaurant totaled in principal amount approximately $1.4 million. CCRG also obtained from
Frost a stand-by letter of credit in favor of the landlord of the Denver Restaurant for $500,000.
(The loans and credit facilities obtained by CCRG from Frost are collectively referred to as the
“Frost Loan Facilities”).
7. In July, 2005, Sambol and Lenox entered into an agreement (the “Agreement”)
under which they agreed to the apportionment of the assets and liabilities relating to the Bob’s
Steak & Chop House business enterprise, including interests in various restaurant limited
partnerships and intellectual property rights. As provided under the terms of the Agreement,
Sambol became through existing intermediate entities the sole owner of Silveroak and CCRG and
their respective restaurants (the Original Restaurant and the Denver Restaurant), along with
related liabilities. Lenox (through an entity known as Lenox Restaurant Group, Ltd.) took
ownership of, among other things, the intellectual property rights associated with the Bob’s Steak
& Chop House concept and the full ownership of Legacy Restaurant Group, Ltd., which owned
and controlled the Bob's Steak & Chop House restaurant in Plano, Texas.
8. At the time that the Agreement was entered into, Sambol believed that the Denver
Restaurant would be a success. Unfortunately, that did not prove to be the case and the
restaurant was subsequently closed in the spring of 2006 after continued losses.
9. The failure of the Denver Restaurant is largely the reason why Silveroak has found
it necessary to file for bankruptcy relief. Among other things, Silveroak was a guarantor of the
Frost Loan Facilities. Silveroak has paid down the principal (along with interest) due under those
facilities (as modified from time-to-time) from the original combined principal amount of
approximately $1.9 million to the current principal debt of approximately $400,000. Silveroak’s
average monthly payments of principal and interest to Frost had been between $30,000 to
$40,000 per month on the Frost Loan Facilities. The Frost Loan Facilities were ultimately
modified such that as of the Petition Date, the principal and interest payments under the facilities
were approximately $18,000 per month. Additionally, Silveroak itself provided additional
working capital needed to operate the Denver Restaurant until the restaurant was closed. Those
payments totaled approximately $30,000 per month.
10. The working capital and debt burdens resulting from the start-up of the Denver
Restaurant placed a severe capital strain on Silveroak. To meet that burden, Silveroak obtained
additional high interest rate unsecured loans from Rewards Network and Advance Restaurant
Finance (the “Unsecured Lenders”). As of the Petition Date, the total monthly debt service to the
Unsecured Lenders was approximately $40,000 to $50,000 per month.
11. In the 2007 calendar year, Silveroak had revenues of approximately $6.6 million
with a loss of approximately $225,000. In the 2008 calendar year, during which restaurant
businesses have been adversely affected by the current economic downturn, Silveroak had
revenues of approximately $5.9 million, with a loss of approximately $200,000. Absent the need
to service the debt that directly or indirectly resulted from the Denver Restaurant, Silveroak
believes that it would have been profitable over the last several years, including 2008.
12. Currently, Silveroak has approximately 47 full-time and part-time employees,
including Sambol (who manages the Dallas Restaurant).
13. Silveroak’s debt servicing burdens to Frost and the Unsecured Lenders, in
combination with its need to satisfy ongoing operating expenses, were quite simply
unsupportable. To meet its debt servicing burdens, Silveroak has had to defer payments to its
landlord and numerous trade vendors and defer maintenance and imrprovements on the Original
Restaurant. In the period prior to the Petition Date, certain of those vendors and other creditors
threaten to take actions that would have resulted in the closure of the Original Restaurant.
14. Silveroak sought bankruptcy protection to avoid disruption to its business,
weather from lenders, its landlord, or its trade vendors, and to attempt to either restructure
through the bankruptcy plan process or to otherwise maximize the recovery to its creditors
through a sale of its operations.
B. Significant Post-Petition Events
1. Post-Petition Events and Operations.
15. Silveroak has continued to operate during the course of this Bankruptcy Case. As
of the Petition Date, Silveroak had $11,730.86 in cash and cash-equivalent assets (the “Cash
Collateral”), which it believed was subject to the liens and security interests of Frost, its principal
secured lender. Silveroak moved and obtained interim authority to use the Cash Collateral.
Because of concerns that it had insufficient liquidity to continue operations, Silveroak also moved
for authority to borrow up to $50,000.00 from Lenox Restaurant Group, Ltd. (in that capacity, the
“DIP Lender”) in accordance with section 364 of the Bankruptcy Code (the “DIP Loan Facility”).
16. Competing claims arose with respect to ownership interests in the Cash Collateral
and the terms and conditions under which persons holding such interests would permit Silveroak
to use such funds. Consequently, Silveroak determined to set aside in a separate account the Cash
Collateral and to fund operations with post-petition revenues and from the funds available for
borrowing under the DIP Loan Facility.
17. Initially, Silveroak borrowed the sum of $20,000 under the DIP Loan Facility.
Silveroak has subsequently repaid the principal due under the DIP Loan Facility. Silverpoint
continues to operate using post-petition revenues generated from its operations.
2. Marketing Efforts of the Debtor
18. Silveroak’s bankruptcy filing received considerable media attention in the local
media and it is believed that the bankruptcy filing and possible sale of the Original Restaurant has
become readably known in the local restaurant community. Silveroak has actively communicated
with all persons who have expressed an interest in purchasing the Original Restaurant and has
communicated to business persons in the restaurant industry the possible sale of the Original
Restaurant. In furtherance of those marketing efforts, Silveroak has assembled financial
information and other documents that it believes a reasonable potential purchaser would rely upon
in analyzing the Original Restaurant and its business prospects (the “Due Diligence Documents”).
Silveroak has offered to provide the Due Diligence Documents to potential purchasers subject to
the execution of a standard non-disclosure and confidentiality agreement. Silveroak has also
provided the Due Diligence Documents to Frost.
19. To date, only one entity has made a firm offer (the “Initial Bid”) to purchase
Silveraok’s operations – BSCH. BSCH is an entity that is owned directly or indirectly by Lenox
(through Lenox Restaurant Group, Ltd.) and Omni Hotels Corporation, and is an affiliate of the
licensor of the “Bob’s Steak & Chop House” trade name and related intellectual property rights.
20. The Initial Bid is set forth in the Term Sheet dated July 29, 2009, a true and correct
copy of which is attached hereto as Exhibit “A” (the “Term Sheet”). The Term Sheet
contemplates that the assets, including real property leases, will be sold through a competitive bid
process with BSCH serving as stalking horse bidder and providing that BSCH shall have certain
limited bid protections.
IV.
JUSTIFICATION FOR SECTION 363 SALE
21. As discussed above, Silveroak has been active in seeking purchasers for the
Original Restaurant. Unfortunately, however, Silveroak finds itself in what is very arguably the
worst financial crisis since the Depression-era. Premier restaurants, such as the Original
Restaurant, have been particularly hard-hit by the current financial situation. Among other
things, a significant amount of business for the Original Restaurant is derived from corporate
entertainment functions. Corporate budgets for such activities have been drastically reduced by
many area businesses and there are relatively few “closing dinners” being held because there are
very few deals being done.
22. In light of time and expense of reorganization under the plan process and other
considerations (including the amount of secured debt encumbering Silveroak’s assets), Silveroak
has determined that most favorable mechanism for recovering the maximum value for its assets
and to recovery on its going-concern value is through a competitive bid auction of its business
operations under section 363(b) of the Bankruptcy Code. Silveroak proposes to effectuate such a
sale under the general procedures set forth in Exhibit “B” hereto (the “Sale Procedures”), with
BSCH acting as the stalking-horse bidder for Silveroak’s assets.
V.
RELIEF REQUESTED
23. By this Motion, pursuant to sections 105, 363, and 365 of the Bankruptcy Code
and Bankruptcy Rules 2002, 6004, 6006, and 9014, Silveroak sees an order providing for the
following:1
a. Approving the Sale Procedures.
b. Approving BSCH as a Qualified Bidder and as the Stalking

Horse, and granting the Bid Protections.
c. Upon completion of the competitive bid process

contemplated under the Sale Procedures and the
designation by Silveroak or its secessor of the Highest and
Best Bid, approving a sale of the Assets and the assumption
and assignment of the Designated Leases and Contracts to
the person having submitted the Highest and Best Bid, such
sale to be free and clear of all liens, claims, interests, and
encumbrances and providing that the purchaser is a good
faith purchaser for value.
1
Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Sale
Procedures.
d. In connection with the assumption and assignment of any

Desginated Leases and Executory Contracts, establishing
the amount of any cure claim to be paid by any counter-
party to the lease or executory contract.
e. Waiving any 10-day stay imposed by Bankruptcy Rules

6004 and 6006; and
f. Granting such other and further relief as is just and proper.
A. The Sale Is An Exercise of Sound Business Judgment And Should Be
Approved.
24. Section 363 of the Bankruptcy Code authorizes a debtor to sell assets of the estate
other than in the ordinary course of business and provides, in relevant part: “[t]he trustee, after
notice and a hearing, may use, sell or lease, other than in the ordinary course of business, property
of the estate . . . .” 11 U.S.C. § 363(b)(1).
25. Courts approve proposed sales of property pursuant to section 363(b) if the
transaction represents the reasonable business judgment of the debtor. See Committee of Equity
Security Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063 (2d Cir. 1983); see also In
re Delaware & Hudson Rv. Co., 124 B.R. 169,176 (D. Del. 1991) (holding that a court must be
satisfied that there is a “sound business reason” justifying the preconfirmation sale of assets); In
re Phoenix Steel Corp., 82 B.R. 334, 335-36 (Bankr. D. Del. 1987) (stating that the elements
necessary for approval of a section 363 sale in a Chapter 11 case are “that the proposed sale is
fair and equitable, that there is a good business reason for completing the sale and the transaction
is in good faith”); Stephens Indus. Inc. v. McClung, 789 F.2d 386, 391 (6th Cir. 1986).
26. If a valid business justification exists for the sale, as it does in this case, a debtor’s
decision to sell property out of the ordinary course of business enjoys a strong presumption “that
in making a business decision the directors of a corporation acted on an informed basis, in good
faith and in an honest belief that the action taken was in the best interests of the company.” In re
Integrated Res., Inc., 147 B.R. 650, 656 (S.D.N.Y. 1992) (quoting Smith v. Van Gorkom, 488
A.2d 858, 872 (Del. 1985)). Therefore, any party objecting to the debtor’s proposed asset sale
must make a showing of “bad faith, self-interest or gross negligence.” Id. at 656; see also Comm.
of Asbestos-Related Litigants v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R.
612, 616 (Bankr. S.D.N.Y. 1986) (“Where the debtor articulates a reasonable basis for its
business decisions (as distinct from a decision made arbitrarily or capriciously), courts will
generally not entertain objections to the debtor’s conduct.”).
27. In determining whether a proposed sale satisfies this standard, courts consider the
following: (a) whether a sound business justification exists for the sale; (b) whether adequate and
reasonable notice of the sale was given to interested parties; (c) whether the sale will produce a fair
and reasonable price for the property; and (d) whether the parties have acted in good faith. See,
e.g., In re Delaware & Hudson Ry. Co., 124 B.R. 169, 176 (D. Del. 1991); In re Phoenix Steel
Corp., 82 B.R. 334, 335-36 (D. Del. 1987). The proposed sale satisfies all these factors.
28. Silveroak has proposed the sale of the Purchased Assets after thorough
consideration of possible alternatives and have concluded that the sale is supported by a number
of sound business reasons. In particular, the facts described above support an expeditious
sale of the Purchased Assets to preserve Silveroak’s going-concern value. The maximization of
asset value for the benefit of creditors reflects a sound business purpose that warrants
authorization of the proposed sale.
29. Among other things, the value to be received by Silveroak’s estate for the
Purchased Assets as a going concern exceeds any value that would be realized for the Purchased
Assets if they were sold through a liquidation process. Furthermore, the Sale Procedures provide
a mechanism for other parties to submit higher or otherwise more desirable bids.
B. The Sale Of The Purchased Assets Will Be Free And Clear Of Liens, Claims,
Encumbrances, And Interests.
30. Section 363(f) of the Bankruptcy Code authorizes a debtor to sell assets free and
clear of liens, claims, interests, and encumbrances in property of an entity other than the estate if -
(1) applicable nonbankruptcy law permits a sale of such

property free and clear of such interest;
(2) such entity consents;
(3) such interest is a lien and the price at which such

property is to be sold is greater than the value of all liens
on such property;
(4) such interest is in bona fide dispute; or
(5) such entity could be compelled, in a legal or equitable

proceeding, to accept a money satisfaction of such interest.
11 U.S.C. § 363(f).
31. Because section 363(f) is drafted in the disjunctive, satisfaction of any one of its
five (5) requirements will suffice to permit the sale of the Purchased Assets “free and clear” of
liens and interests. Michigan Employment Sec. Comm’n v. Wolverine Radio Co. (In re Wolverine
Radio Co.), 930 F.2d 1132, 1147 n.24 (6th Cir. 1991) (stating that Bankruptcy Code section
363(f) is written in the disjunctive; holding that the court may approve the sale “free and clear”
provided at least one of the subsections of Bankruptcy Code section 363(f) is met); In re
Dundee Equity Corp., No. 89-B-10233, 1992 WL 53743, at *4 (Bankr. S.D.N.Y. Mar. 6,
1992) (“[S]ection 363(f) is in the disjunctive, such that the sale free of the interest concerned may
occur if any one of the conditions of § 363(f) have been met.”); In re Bygaph, Inc., 56 B.R. 596,
606 n.8 (Bankr. S.D.N.Y. 1986).
32. The Court also may authorize the sale of a debtor’s assets free and clear of any
liens pursuant to section 105 of the Bankruptcy Code, even if section 363(f) did not apply. See In
re Trans World Airlines. Inc., No. 01-0056, 2001 WL 1820325, at *3 (Bankr. D. Del. Mar. 27,
2001) (“Bankruptcy courts have long had the authority to authorize the sale of estate assets
free and clear even in the absence of § 363(f).”); see also Volvo White Truck Corp. v.
Chambersberg Beverage, Inc. (In re White Motor Credit Corp.), 75 B.R. 944, 948 (Banks.
N.D. Ohio 1987) (“Authority to conduct such sales [free and clear of liens] is within the court’s
equitable powers when necessary to carry out the provisions of Title 11.”).
33. Regarding the sale of the Purchased Assets, Silveroak believes that at least one of
the tests in section 363(f) will be satisfied. In particular, Silveroak believes that section 363(f)(2)
will be met because each of the parties holding liens, if any, on the Purchased Assets will consent
or, absent any objection to this Motion, be deemed to have consented to the sale and transfer of
the Purchased Assets. Further, any lienholder in the Purchased Assets will be adequately
protected by having its liens, if any, attach to the sale proceeds received by Silveroak. These
liens will attach to such proceeds in the same order of priority, validity, force, and effect that such
creditor/lienholder had prior to such sale, subject to any claims and defenses possessed by
Silveroak and its estate with respect thereto. Accordingly, section 363(f) authorizes the sale
and transfer of the Purchased Assets free and clear of any liens, claims, encumbrances, and
interests.
34. Finally, even if the requirements of section 363(f) cannot be met, cause exist to
permit the proposed sale under the Sale Procedures because those procedures do nothing to alter
the right of any secured creditor to to credit-bid for their collateral to the extent allowed under
section 363(k) of the Bankruptcy Code.
C. The Terms of the Proposed Sale Where Negotiated In Good Faith.
35. If BSCH is determined to be the Highest and Best Bidder, Silveroak intends to
produce evidence at the Sale Hearing that the terms of BSCH’ bid were negotiated in good faith
and at arms’ length and that Silveroak undertook to obtain competing and better offers from a
variety of possible purchasers. Thus, BSCH (if it is determined to have submitted the Highest
and Best Bid) is entitled to the protections of a good-faith purchaser under section 363(m) of the
Bankruptcy Code, and that the contemplated sale does not constitute an avoidable transaction
pursuant to section 363(n) of the Bankruptcy Code.
36. Further, any agreement executed with or related to the sale of the Purchased
Assets will provide substantial value to the Silveroak bankruptcy estate because it will facilitate
an efficient and valuable disposition of the Purchased Assets for fair and reasonable
consideration. See Mellon Bank, NA. v. Metro Communications, Inc., 945 F.2d 635 (3d
Cir.1991) (finding that reasonably equivalent value existed under the Bankruptcy Code), cert.
denied, 503 U.S. 937 (1992); see also Mellon Bank, N.A. v. Official Comm. of Unsecured
Creditors (In re R.M.I., Inc.), 92 F.3d 139 (3d Cir. 1996); Salisbury v. Texas Commerce Bank-
Houston, N.A. (In re WCC Holding Corp.), 171 B.R. 972, 984 (Bank. N.D. Tex. 1994)
(reasonably equivalent value under Texas law) (citing Besing v. Hawthorne (In re Besing), 981
F.2d 1488, 1495 (5th Cir.), cert. denied. 510 U.S. 821 (1993) and Southmark Corp. v. Riddle (In
re Southmark Corp.), 138 B.R. 820, 829 (N.D. Tex. 1992)); In re China Resource Prod. Ltd. v.
Favda Intern., Inc., 856 F. Supp. 856, 866 (D. Del. 1994) (quoting Geyer v. Ingersoll
Publications Co., 621 A.2d 784, 792 (Del. Ch. 1992)). Thus, the sale of the Purchased Assets
pursuant to the Sale Procedures represents an exercise of sound business judgment and in the
best interests of Silveroak and its estate and, thus, should be approved in all respects.
D. Approval oF The Form Of Asset Purchase Agreement.
37. In connection with a sale of substantially all of a debtor’s assets, bankruptcy
courts routinely approve entry into asset purchase agreements. See, e.g., In re Enron Corp., No.
01-16034, 2002 WL 32154269, at *4 (Bankr. S.D.N.Y. Apr. 24, 2002). Such agreements are
approved if they are an exercise of the debtor’s sound business judgment. See, e.g., In re Decora
Indus., Inc., No. 00-4459, 2002 WL 32332377, at *5 (Bankr. D. Del. May 17, 2002); In re Arlco,
Inc., 239 B.R. 261, 265 (Bankr. S.D.N.Y, 1999).
38. Here, Silveroak intends to submit and serve within seven (7) days prior to the
hearing scheduled to consider the Sale Procedures (the “Sale Procedures Hearing”) a form of
asset purchase agreement and other transactional documents negotiated by it and BSCH for
approval and for use by other Qualified Bidders. At any subsequent hearing to approve the
contemplated sale, Silveroak shall seek approval of this Court to execute such documents on
behalf of the estate and that such execution is within the sound exercise of its business judgment.
E. Assumption And Assignment of Designated Contracts Is Authorized By
Section 365 Of The Bankruptcy Code.
39. Sections 365(a) and (b) of the Bankruptcy Code authorize a debtor in possession to
assume, subject to the court’s approval, executory contracts or unexpired leases of the debtor.
11 U.S.C. § 365(a) and (b); In re Jamesway Corp., 201 B.R. 73, 76 (Bankr. S.D.N.Y. 1996).
Under section 365(a) of the Bankruptcy Code, a debtor, “subject to the court’s approval, may
assume or reject any executory contract or unexpired lease of the debtor.” 11 U.S.C. § 365(a). In
turn, section 365(b)(1) of the Bankruptcy Code codifies the requirements for assuming an
unexpired lease or executory contract of a debtor, providing as follows:
(b)(1) If there has been a default in an executory contract or

unexpired lease of the debtor, the trustee may not assume such
contract or lease unless, at the time of assumption of such contract
or lease, the trustee
(A) cures or provides adequate assurance that the trustee

will promptly cure, such default …;
(B) compensates, or provides adequate assurance that

the trustee will promptly compensate, a party other
than the debtor to such contract or lease, for any
actual pecuniary loss to such party resulting from
such default; and
(C) provides adequate assurance of future performance

under such contract or lease.
11 U.S.C. § 365(b)(1).
40. In analyzing whether the assumption or rejection of an executory contract or
unexpired lease pursuant to section 365(a) should be approved, courts apply the “business-
judgment” test, which requires a determination that the requested assumption or rejection be
beneficial to the estate. See, e.g., In re Group of Institutional Investors, Inc. v. Chicago,
Milwaukee, St. Paul and Pac. R.R. Co., 318 U.S. 523, 550 (1943) (“The question [of assumption]
is one of business judgment.”); Orion Pictures Corp. v. Showtime Networks, Inc. (In re Orion
Pictures Corp.), 4 F.3d 1095, 1098-99 (2d Cir. 1993) (holding that, when deciding whether to
grant a motion to assume, a court must put itself in the trustee’s position and determine whether
such assumption would be a good decision or a bad one).
41. Courts generally will not second-guess a debtor’s business judgment concerning
the assumption of an executory contract. See In re Paolo Gucci, 193 B.R. 411, 414 (S.D.N.Y.
1996); Sharon Steel Corp. v. National Gas Fuel Distrib. Corp. (In re Sharon Steel Corp.), 872 F.2d
36, 40 (3d Cir. 1989); In re III Enter., Inc., 163 B.R. 453, 469 (Bankr. E.D. Pa. 1994) (“Generally, a
court will give great deference to a debtor’s decision to assume or reject an executory contract. A
debtor need only show that its decision to assume or reject the contract is an exercise of sound
business judgment—a standard which we have concluded many times is not difficult to meet.”).
42. Here, the Debtor’ assumption and assignment of the Designated Contracts to the
Buyer or any other Qualified Bidder that submits the Highest and Best Bid for the Purchased
Assets meets the business-judgment standard and satisfies the requirements of section 365 of the
Bankruptcy Code. As discussed above, the sale contemplated by this Motion will provide
significant benefit to the Silveroak estate. Because Silveroak cannot obtain the benefits of the
sale without the assumption and assignment of the Designated Contracts, the assumption of these
Designated Contracts is undoubtedly a sound exercise of Silveroak’s business judgment.
43. Further, a debtor in possession may assign an executory contract or an unexpired
lease of the debtor if it assumes the agreement in accordance with section 365(a), and provides
adequate assurance of future performance by the assignee, whether or not there has been a
default under the agreement. See 11 U.S.C. § 365(f)(2). Significantly, among other things,
adequate assurance may be provided by demonstrating the assignee’s financial health and
experience in managing the type of enterprise or property assigned. See, e.g„ In re Bygaph, Inc.,
56 B.R. 596, 605-06 (Bankr. S.D.N.Y. 1986) (stating that adequate assurance of future
performance is present when the prospective assignee of a lease from the debtor has financial
resources and has expressed willingness to devote sufficient funding to the business in order to
give it a strong likelihood of succeeding). The meaning of “adequate assurance of future
performance” depends on the facts and circumstances of each case, but it should be given
“practical, pragmatic construction.” EBG Midtown South Corp. v. McLaren/Hart Environmental
Eng’g. Corp. (In re Sanshoe Worldwide Corp.), 139 B.R. 585, 592 (S.D.N.Y. 1992) (citations
omitted), aff’d, 993 F.2d 300 (2d Cir. 1993).
44. The Sale Hearing will provide this Court and other interested parties with the
opportunity to evaluate and, if necessary, challenge the ability of BSCH or any other Qualified
Bidder that is determined to have submitted the Highest and Best Bid on the grounds of adequate
assurance of future performance.
F. Cause Exists To Eliminate Any Stay Imposed By The Bankruptcy Rules.
45. Bankruptcy Rule 6004(h)2 provides that an “order authorizing the use, sale, or
lease of property . . . is stayed until the expiration of 10 days after entry of the order, unless the
court orders otherwise.” FED. R. BANKR. P. 6004(h). Bankruptcy Rule 6006 provides that an
“order authorizing the trustee to assign an executory contract or unexpired lease under § 365(f) is
stayed until the expiration of 10 days after entry of the order, unless the court orders otherwise.”
FED. R. BANKR. P. 6006(d).
46. Silveroak requests that any order approving this Motion (or authorizing a
transaction that is deemed to be a sale of the Purchased Assets) be effective immediately, thereby
waiving the 10-day stays imposed by Bankruptcy Rules 6004 and 6006. These waivers or
eliminations of the 10-day stay is in the best interest of Silveroak and its creditors insofar as it will
permit the contemplated sale to close as expeditiously as possible.
2
Pursuant to this Court’s General Order entered on September 20, 2005, this Court adopted the Interim Bankruptcy Rules
Approved by the Advisory Committee on Bankruptcy Rules and the Committee on Rules of Practice and Procedure of the Judicial
Conference of the United States in August 2005, which renumbered former Bankruptcy Rule 6004(g) to 6004(h).
Accordingly, for the foregoing reasons, Silveroak respectfully request that this Court enter
an order granting this Motion and awarding it such other and further relief as this Court deems
just and proper.
[Signature Page to Follow]
Dated the 14th day of August, 2009.
Respectfully submitted,
The Ralston Law Firm
By: /s/ Mark H. Ralston

Mark H. Ralston, Esq.
2603 Oak Lawn Avenue
Suite 200, LB 2
Dallas Texas 75219
Telephone: 214-295-6416
Fax: 214-602-1250
Email: raslstonlaw@gmail.com
PROPOSED GENERAL BANKRUPTCY

COUNSEL FOR DEBTOR SILVEROAK
HOLDINGS, LTD.
CERTIFICATE OF SERVICE
This is to certify that the undersigned caused a true and correct copy of the foregoing
document to be served on this, the 14TH day of August, 2009, electronically on all parties
receiving notice through the Court’s ECF system, and on the parties listed on the attached service
list by first class U.S. mail.
/s/ Mark H. Ralston

Mark H. Ralston
Case 09-33211-hdh11 Doc 71-1 Filed 08/14/09 Entered 08/14/09 17:33:27 Desc
Exhibit Exhibit A (Term Sheet) Page 1 of 4
Term Sheet for Proposed

Purchase of Operating Assets
of Lemmon Avenue Bob’s Steak & Chop House
Dated: July 29, 2009
This term sheet ("Term Sheet") sets forth the preliminary terms and conditions on
which a wholly owned subsidiary of BSCH Management Company, LLC (“Purchaser”),
the owner and licensor of the intellectual property related to the “Bob’s Steak & Chop
House” brand, would agree to purchase the operating assets of Bob’s Steak & Chop
House located on Lemmon Avenue in Dallas, Texas (the “Lemmon Store”) from
Silveroak Holdings, Ltd. (the "Seller"). The terms set forth in this Term Sheet are being
provided on a confidential basis as part of a comprehensive proposal, each element of
which is consideration for the other elements and an integral aspect of the proposed
transaction. This Term Sheet is neither a commitment nor an offer to commit to any
transaction. Any commitment by the Purchaser is subject to final review and appropriate
approval by the Purchaser and its principals.
Purchase Price: 1. Gross purchase price of $150,000, including all cure

obligations with respect to the real property lease for the
restaurant premises (the “Restaurant Lease”) and the
lease for the customer parking lot (the “Parking Lot
Lease”); and
2. Assumption of administrative priority liabilities for
employee wages and related taxes, alcohol and beverage
taxes, sales taxes and Chapter 11 professional fees not to
exceed the sum of $50,000.
Asset Purchase Agreement: Purchaser and the owner of the assets to be acquired
would enter into an asset purchase agreement ("APA")
with the terms and conditions included herein and
otherwise containing representations, warranties,
covenants, agreements, obligations, conditions to
closing, and termination provisions customary for
transactions of this nature and for a purchase and sale of
assets pursuant to Section 363 of the Bankruptcy Code
Assets to Acquired 1. All operating assets of the Lemmon Store, including

(collectively, the “Assets”): without limitation all kitchen equipment, furniture,
fixtures, operating supplies and food and beverage
inventory.
2. Any and all causes of action belonging to Seller
immediately prior to the date that Seller filed for
bankruptcy relief (the “Petition Date”).
3. Certain executory contracts and leases, consisting of
(i) the Restaurant Lease, (ii) the Parking Lot Lease, and
(iii) any other executory contracts and leases designated
by Purchaser and for which Purchaser agrees to assume

cure liability.
The Assets shall not include, among other things, (i)

cash; (ii) accounts receivable; (iii) executory contracts or
leases not expressly assumed and assigned.
Liabilities to be Accepted and The Assets shall be sold and transferred free and clear
Assumed: of all liens, claims, encumbrances, and interests of any
party, with only the following liabilities related to the
Lemmon Store being assumed by Purchaser:
• Restaurant Lease (as amended per closing
condition set forth below) for rents subsequent to
purchase [Post-closing obligations only]
• Parking Lot Lease [Post-closing obligations
only]
• Contracts related to BSCHGC, LLC (i.e., issuer
of Bob’s Steak & Chop House gift cards) gift
card program
• Liabilities related to unredeemed gift cards
issued by Lemmon Store
Closing Conditions: The obligations of the Purchaser to close on the

purchase of the assets would be conditioned on
satisfaction of the following closing conditions:
• Purchaser reaching a binding agreement (subject
only to Bankruptcy Court approval of the sale
transaction) prior to closing with landlord for the
amendment of the Restaurant Lease to (1) reduce
the term of the Restaurant Lease by three years
(i.e., Lease term would expire on July 31, 2012),
and landlord granting an option exercisable by
Purchaser to extend the Restaurant Lease term, at
Purchaser’s option, through July 31, 2015 and
(2) reduce the monthly rent payments for the
remainder of 2009 to a mutually agreed upon
amount
• Seller obtaining all approvals, consents and
authorizations required to close the transaction
no later than 30 days from the date that the asset
purchase agreement is signed and delivered by
Purchaser and owner of assets
• The Bankruptcy Court shall have entered an
order, in form and substance acceptable to
Purchaser, approving the proposed sale
transaction and the consummation of the

transactions contemplated under the APA in their
entirety (the "Sale Order"), such Sale Order shall
have been entered on the docket of the
Bankruptcy Court and such Sale Order, unless
waived in writing by Purchaser, shall have
become a final order
• Seller shall file a sale motion (and related notices
and proposed orders) with the Bankruptcy Court
seeking entry of the Sale Order and any ancillary
or related orders reasonably necessary or
advisable to effect the provisions of the APA.
Seller shall use commercially reasonable efforts
to prosecute such motion or motions and to
ensure that the Sale Order is entered and
approved, and to request that the Sale Order
provides that it shall become effective
immediately and that the provisions of Federal
Rules of Bankruptcy Procedure 6004(g) shall be
waived for cause
• There being no material change in the business
between the date the asset purchase agreement is
signed and closing date
Form of Transaction: Transaction would be effected pursuant to Bankruptcy

Code Section 363 (and not through a Plan of
Reorganization)
Expenses and Taxes: Each party will be responsible for paying its own fees,
costs, and expenses in connection with negotiating and
performing the due diligence and the transactions set
forth in this Term Sheet and the APA. All ad valorem
and other taxes (all such taxes, real and personal,
collectively, "Taxes") levied on or charged against the
Assets in the year of the closing date shall be prorated
between Seller and Purchaser. Seller shall be
responsible for the its pro rata share of the Taxes from
the Petition Date up to the closing date and Purchaser
shall be responsible for all Taxes accrued after and
including the Closing Date
Cooperation and Due Between the date of this Term Sheet and the closing,
Diligence: Seller shall afford the authorized representatives and
agents of Purchaser reasonable access to and the right to
inspect the Assets and the books and records of Seller
relating to the Assets, and will furnish Purchaser with
such additional data and other information relating to the

Assets as Purchaser may from time to time reasonably
request, subject to Purchaser signing a mutually
acceptable non-disclosure agreement
Bid Protections: In consideration of the Purchaser’s due diligence, good

faith negotiations of and entering into the APA, in the
event the Purchaser's bid for the Assets is subject to
higher and better offers and another bidder tops the
Purchaser's bid, the Purchaser shall be entitled to a
break-up fee of 5% of the gross sales price paid by the
successful bidder plus the amount of administrative
liabilities assumed by such successful bidder.
The bid procedures shall provide for a minimum overbid

equal to or in excess of $20,000
Management by Robert J. Purchaser desires that Robert J. Sambol remain involved

Sambol: in the management and operation of the restaurant after
the closing of the transaction on terms and conditions
that are acceptable to both parties. Seller shall disclose
the terms of any retention offer made to Mr. Sambol and
the terms of any actual agreement no later than one-
week prior to any hearing scheduled on the sale of the
Assets.
Exhibit Exhibit B (Sale Procedures) Page 1 of 1
SILVEROAK HOLDINGS, LTD

PROPOSED SALES PROCEDURES
1. Auction Date. Silveroak shall conduct a live auction (the “Auction”) of the
assets described to be sold in the Term Sheet (the “Purchased Assets”) on
September 30, 2009 at 11:00 a.m., at a location to be announced.
2. Stalking-Horse. BSCH Management Company, LLC shall be deemed a Qualified
Bidder and the Stalking Horse for purposes of , entitled to the following bid
protections (the “Bid Protections”):
a. A break-up fee equivalent to five percent (5%) of the total consideration
to be paid (estimated at $200,000).
b. Minimum initial overbid of $20,000, or $170,000 in cash, plus
assumption of certain administrative liabilities up to $50,000.
3. Qualified Bidders. Bidders will have to submit all documents and funds required to
qualify to participate in the auction no later than 5:00 p.m. on September 28,
2009 (assuming an auction date of September 30, 2009), which will include,
among other things:
a. A bid in the form of an asset purchase agreement substantially identical to
any form of asset purchase agreement approved by the Bankruptcy Court,
with consideration equal to or in excess of the minimum initial overbid.
b. Documents evidencing financial ability to consummate the proposed
purchase.
c. Designate those leases and executory contracts (the “Designated
Contracts”) that the Qualified Bidder seeks to have assumed by Silveroak
and assigned to it.
4. Selection of Qualified Bidders. Silveroak Holdings, Ltd., or its successor shall, in
consultation with Frost National Bank, N.A. (“Frost”), retain the right to
determine whether any bidder is qualified to participate in the proposed auction
(each, a “Qualified Bidder”).
5. Due Diligence. Due diligence documents to be made available upon request and
execution of an acceptable form of non-disclosure agreement. All due diligence
work will be completed by the date of the auction, and there shall be no due
diligence conditions to closing after the auction.
6. Selection of Highest and Best Bid. Silveroak or its successor, in consultation with
Frost, shall select the bid(s) that it believes is the highest and best bid (the
“Highest and Best Bid”), which bid will be submitted to the Bankruptcy Court for
approval under the terms and conditions set forth in the Term Sheet and/or any
approved asset purchase agreement.
7. Closing. Silveroak shall proceed to closing as soon as practicable with each
Qualified Bidder in the order of their highest qualifying bids, beginning with the
bidder submitting the Highest and Best Bid (the “Highest and Best Bidder”), until
one bidder actually closes the sale.
Proposed Sales Procedures Page 1
EXHIBIT B
Case 09-33211-hdh11 Doc 71-3
Debtor(s): Silveroak Holdings, Ltd.
Filed 08/14/09 Entered 08/14/09 17:33:27
Case No: 09-33211-hdh-11
Desc
NORTHERN DISTRICT OF TEXAS
List of 20 Largest Creditors
Chapter: 11 Mailing Matrix Page 1 of 5 DALLAS DIVISION
Ace Mart Restaurant Supply Arthur A. Stewart BevCo International LLC

P.O. Box 18100 Thompson, Coe, Cousins & Irons, LLP
11339 Todd St.
San Antonio, TX 78218-0100 700 North Pearl, 25th Floor Houston, TX 77055
Dallas, TX 75201
Admiral Linen Service AT&T Beyond Gourmet

2030 Kipling P.O. Box 5010 9211 Deplomacy Row
Houston, TX 77098 Carol Stream, IL 60197-5010 Dallas, TX 75247
Advance Restaurant Finance, LLC AT&T Advertising & Publishing BJ Staten/Hambric Sports Managemen
1550 Sawgrass Corporate Pkwy, Suite
P.O.
300
Box 630052 2 Turtle Creek Ave. Suite 750
Sunrise, FL 33323 Dallas, TX 75263-0052 Dallas, TX 75219
AFCO AT&T Mobility Bob's Steak & Chop House - Grapevi

4501 College Blvd. Suite 320 P.O. Box 6463 1301 Municipal Way, Suite 250
Leawood, KS 66211-2328 Carol Stream, IL 60197-6463 Grapevine, TX 76051
Agave Environmental LLC Atmos Energy Bob's Steak & Chop House, Ltd.
4815 Vicksburg St. P.O. Box 650654 1301 Municipal Way, Suite 250
Dallas, TX 75207 Dallas, TX 75265-0654 Grapevine, TX 76051
Air Technology, Inc. Auto-Chlor Services, LLC Bob's Steak & Chop House-Omni Hote
206 Trinity Street Dept 205, P.O. Box 4869 1300 Houston Street
Forney, TX 75126 Houston, TX 77210-4869 Fort Worth, TX 76102
All Points Capital - Limo Auto-Chlor System Bottled Poetry

P.O. Box 9066 3205 International Place 4389 Westgrove Drive
Hicksville, NY 11802-9066 Irving, TX 75062 Addison, TX 75001
Ambiente Wine Avaya Financial Services BSCH Management Company, LLC

2314 Rutland #205 P.O. Box 5125 420 Decker Drive
Austin, TX 78728 Carol Stream, IL 60197-5125 Irving, TX 75062
American Food Service Avaya, Inc. CBS Inc.

4721 Simonton Rd. P.O. Box 73061 12 Morgan
Dallas, TX 75244 Chicago, IL 60673-3061 Irvine, CA 92618
American Needle Bassham Foods Centennial Fine Wine & Spirits

P.O. Box 6296 10410 Finnell St.
Fort Worth, TX 76115 Dallas, TX 75220
Case 09-33211-hdh11 Doc 71-3
Filed 08/14/09 Entered 08/14/09 17:33:27
Case No: 09-33211-hdh-11
Desc
Chase/Paymentech Dallas Directory Eli O. Columbus, Esq.

1920 Abrams Parkway, Suite 382 Winstead PC
Dallas, TX 75214 1201 Elm St., Ste 5400
Dallas, TX 75270
Cirro Energy Dallas Mavericks Euro Distribution

P.O. Box 911504 9106 Sovereign Row
Dallas, TX 75391-1504 Dallas, TX 75220
City of Dallas Dallas Valet Fedex

City Hall 1AN 10300 N. Central Expwy, #130 P.O. Box 1140
Dallas, TX 75277 Dallas, TX 75231 Memphis, TN 38101-1140
Coca-Cola Enterprises David Childs-Tax Assessor-Collector

Fedex Kinko's
P.O. Box 840232 P.O. Box 620088 P.O. Box 262682
Dallas, TX 75284-0232 Dallas, TX 75262-0088 Plano, TX 75026-2682
Complete Restaurant Services, Inc.

Deirdre Ruckman, Esq. Frost National Bank
2668 Myrtle Springs Ave. Gardere Wynne Sewell LLP 4200 South Hulen, Suite 210
Dallas, TX 75220 1601 Elm St., Ste 3000 Fort Worth, TX 76109
Dallas, TX 75201
Comptroller of Public Accounts Direct Source Gardere Wynne Sewell LLP

P.O. Box 149348 P.O. Box 815988 3000 Thanksgiving Tower, 1601 Elm
Austin, TX 78714 Dallas, TX 75381 Dallas, TX 75201-4761
Countdown, Inc. Direct TV GE Money Bank

P.O. Box 803474 P.O. Box 78626
Dallas, TX 75380 Phoenix, AZ 85062-8626
Cozzini Bros, Inc. Divots Sportswear Company, Inc. Glazer's

350 Howard Avenue 5903-A Peachtree Indus. Blvd P.O. Box 814450
Des Plaines, IL 66018 Norcross, GA 30092 Dallas, TX 75281-4450
Custom Business Solutions DMX Music, Inc. Goody Goody Liquor, Inc.
12 Morgan 11496 Luna Rd. Suite H 10301 Harry Hines Blvd.
Irvine, CA 92618-2003 Farmers Branch, TX 75234 Dallas, TX 75220
Dallas Basketball Ltd. Duncan Disposal Harold Hand Creative

2909 Taylor Street 1220 Dowdy Ferry Road 4641 Production #49
Dallas, TX 75226 Hutchins, TX 75141 Dallas, TX 75235
Case 09-33211-hdh11 Doc 71-3
Filed 08/14/09 Entered 08/14/09 17:33:27
Case No: 09-33211-hdh-11
Desc
Harold Mark Createur Internal Revenue Service Lenox Restaurant Group, Ltd.
157 Pittsburg Street P.O. Box 21126 1103 Slocum Street
Dallas, TX 75207 Philadelphia, PA 19114 Dallas, TX 75207
Home Depot Jordan, Donohoe & Company Lenox Restaurant Group, Ltd.
P.O. Box 6029 16610 Dallas Parkway Suite 2100
The Lakes, NV 88901-6029 Dallas, TX 75248
Horizon Wine Judson-Atkinson Candies, Inc. Lonestar-Rush Restaurant Supply In

13091 South Freeway P.O. Box 200669 1122 E. 51st Street
Houston, TX 77047 San Antonio, TX 78220-0669 Austin, TX 78723
Hudson M. Jobe, Esq. Koetter Fire Protection Service Mark H. Ralston

Quilling, Selander, Ciumminskey, &
9759
Lownd
Brockbank Ralston Law Firm
2001 Bryan St., Ste 1800 Dallas, TX 75220 2603 Oak Lawn Avenue
Dallas, TX 75201 Suite 250, LB 2
Dallas, TX 75219
iBroadband of Texas KTCK-AM Martin Preferred Foods

P.O. Box 1360 P.O. Box 643638 P.O. Box 4346, Dept. 170
Athens, TX 75751 Cincinnati, OH 45264-3638 Houston, TX 77210-4346
Idearc Media Corp Laurie A. Spindler Mcbee Systems, Inc.

P.O. Box 61980 Linebarger Goggan Blair & Sampson,
P.O.
LLP Box 88042
DFW Airport, TX 75261-9810 2323 Bryan St., Suite 1600 Chicago, IL 60680-1042
Dallas, TX 75201
II Paese Lee De Sanders/Wycliff Realty MCI

4721 Simonton Rd. 3626 N. Hall, Suite 626 P.O. Box 371838
Dallas, TX 75244 Dallas, TX 75219-5131 Pittsburg, PA 15250-7838
Imperial Beverage Group, LLC Lee Thompson MCI Worldcom

1306 Motor Circle 1314 Chadwick Crossing P.O. Box 856053
Dallas, TX 75207 Southlake, TX 76092-9610 Louisville, KY 40285-6053
Instant Whip Legacy Restaurant Group, Ltd. Meats by Linz

1859 Momentum Place 5760 Legacy Drive, Suite B-1 414 State Street
Chicago, IL 60689-5318 Plano, TX 75024 Calumet City, IL 60409-2506
Intercool, Inc. Legacy Restaurant Group, Ltd. Mell Company

2426 Lacy Lane 2632 Freewood Drive 8264 Lehigh Avenue
Carrollton, TX 75006 Dallas, TX 75220 Mortan Grove, IL 60053
Case 09-33211-hdh11 Doc 71-3
Filed 08/14/09 Entered 08/14/09 17:33:27
Case No: 09-33211-hdh-11
Desc
Meyers Pest Services, Inc. Paychex, Inc. Robert J. Sambol

P.O. Box 210009 8605 Freeport Pkwy, Suite 100 4300 Lemmon Ave.
Bedford, TX 76095 Irving, TX 75063 Dallas, TX 75219
Mighty Leaf Tea Prestige Wine Cellars, Inc. RPV Printing, Inc.
136 Mitchell Blvd. P.O. Box 816089 5641 Ellsworth Avenue
San Rafael, CA 94903 Dallas, TX 75381 Dallas, TX 75206
Mozzarella Company Preston Pierce Construction Co. RSI Refrigeration

2944 Elm Street 2100 McKinney, Suite 1750 3040 East Meadows
Dallas, TX 75226 Dallas, TX 75201 Mesquite, TX 75150
Nella Cutlery & Food Machinery Protection Networks Seafood Supply

2225 Beltline, Suite 211 10840 Switzer #110 1500 E. Griffin
Carrollton, TX 75006 Dallas, TX 75238 Dallas, TX 75215
Ocean Beauty Seafoods, Inc. PSC Recovery Sigel's

1815 Trinity Valley Dr. P.O. Box 3069 P.O. Box 542647
Carrollton, TX 75006 Houston, TX 77253-3069 Dallas, TX 75354-2646
Office Depot Credit Plan Public Storage Silveroak Holdings, Ltd.

P.O. Box 9020 3540 Inwood Road 4300 Lemmon Avenue
Des Moines, IA 50368-9020 Dallas, TX 75209 Dallas, TX 75219
Office of the U.S. Trustee Ramesh Singh South Tex Wine Distributors, Inc.
1100 Commerce St., Rm 976 GE Money Bank P.O. Box 695
Dallas, TX 75242 c/o Recovery Management Systems Millican, TX 77866
25 SE 2nd Ave., Ste 1120
Miami, FL 33131
Opentable, Inc. Republic Beverage Co. Sports Solutions, Inc.

P.O. Box 49322 P.O. Box 536389 2536 Manana Road
San Jose, CA 95161-9322 Grand Prairie, TX 75053-6389 Dallas, TX 75220
Options LTD, Inc. Resource Flooring Group St. Paul Medical Center
3009 Green Hill Dr. Dept. 41, P.O. Box 21228 P.O. Box 911400
Plano, TX 75093 Tulsa, OK 74121-1228 Dallas, TX 75391
Paula H. Anderson Rewards Network Stockyards Packing, Inc.

Kelsoe, Anderson, Khoury & Clark, Two
PC N. Riverside Plaza, Suite 950 72045 Eagle Way
5220 Spring Valley Raod, Suite 500Chicago, IL 60606 Chicago, IL 60678-1720
Dallas, TX 75254
Case 09-33211-hdh11 Doc 71-3
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Case No: 09-33211-hdh-11
Desc
Susan Combs, State Comptroller-Mixed

Watkins
Bev & Co., Inc.
111 East 17th Street P.O. Box 271-017
Austin, TX 78774-0100 Houston, TX 77277-1017
Susan Combs, State Comptroller-Sales

William
Tax A. Frazell, Esq.
111 East 17th Street Assistant Attorney General
Austin, TX 78774-0100 P.O. Box 12548
Austin, TX 78711
Susan Combs, State Comptroller-Texas

XastFra
Investments, Inc.
111 East 17th Street P.O. Box 561527
Austin, TX 78774-0100 Dallas, TX 75356
Teresa Woods XO Communications Services, Inc.

The Frost National Bank 9201 N. Central Expressway
4200 S. Hulen Dallas, TX 75231-5916
Fort Worth, TX 76109
The Pavilion on Lovers Lane/Corrigan Inv

4311 Oak Lawn Ave. Suite 400
Dallas, TX 75219
The Works Service Co.

515 N. Interurban St. #103
Richardson, TX 75081
Time Warner Cable

P.O. Box 650063
Dallas, TX 75265-0063
Triple B Cleaning, Inc.

P.O. Box 727
Mexia, TX 76667
TXU Energy
P.O. Box 100001
Dallas, TX 75310-0001
Unique Lawn Service

424 Roundabout Drive
Midlothian, TX 76065

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Case 09-33211-hdh11 Doc 71 Filed 08/14/09 Entered 08/14/09 17:33:27 Desc Main

COUNSEL FOR SILVEROAK HOLDINGS,

IN THE UNITED STATES BANKRUPTCY COURT

A HEARING WILL BE CONDUCTED ON THIS MATTER ON

In support of this Motion, the Debtor states as follows:

Procedure (the “Bankruptcy Rules”).

a. Approving sale procedures for the sale of its tangible assets

b. Approving the establishment of BSCH Management, LLC

c. Approving the form of an asset purchase agreement to be

d. Upon further hearing, approving the sale of the Purchased

e. Establishing the amount of any cure claim to be paid to any

f. Granting all other related relief as determined to be

operation of its business as a debtor-in-possession pursuant to 11 U.S.C. §§1107 and 1108.

4. The Debtor’s principal business is the operation of a premier steak house

Lemmon Avenue in Dallas, Texas (the “Original Restaurant”).

5. Mr. Robert J. Sambol (“Sambol”) founded the Original Restaurant in December

“Frost Loan Facilities”).

payments totaled approximately $30,000 per month.

Unsecured Lenders was approximately $40,000 to $50,000 per month.

12. Currently, Silveroak has approximately 47 full-time and part-time employees,

including Sambol (who manages the Dallas Restaurant).

14. Silveroak sought bankruptcy protection to avoid disruption to its business,

through a sale of its operations.

B. Significant Post-Petition Events

1. Post-Petition Events and Operations.

borrowing under the DIP Loan Facility.

continues to operate using post-petition revenues generated from its operations.

2. Marketing Efforts of the Debtor

Restaurant. In furtherance of those marketing efforts, Silveroak has assembled financial

provided the Due Diligence Documents to Frost.

limited bid protections.

very few deals being done.

BSCH acting as the stalking-horse bidder for Silveroak’s assets.

a. Approving the Sale Procedures.

b. Approving BSCH as a Qualified Bidder and as the Stalking

c. Upon completion of the competitive bid process

d. In connection with the assumption and assignment of any

e. Waiving any 10-day stay imposed by Bankruptcy Rules

f. Granting such other and further relief as is just and proper.

A. The Sale Is An Exercise of Sound Business Judgment And Should Be

of the estate . . . .” 11 U.S.C. § 363(b)(1).

of Asbestos-Related Litigants v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R.

generally not entertain objections to the debtor’s conduct.”).

authorization of the proposed sale.

Encumbrances, And Interests.

(1) applicable nonbankruptcy law permits a sale of such

(2) such entity consents;

(3) such interest is a lien and the price at which such

(4) such interest is in bona fide dispute; or

(5) such entity could be compelled, in a legal or equitable

606 n.8 (Bankr. S.D.N.Y. 1986).

section 363(k) of the Bankruptcy Code.

C. The Terms of the Proposed Sale Where Negotiated In Good Faith.

pursuant to section 363(n) of the Bankruptcy Code.

D. Approval oF The Form Of Asset Purchase Agreement.

37. In connection with a sale of substantially all of a debtor’s assets, bankruptcy

Inc., 239 B.R. 261, 265 (Bankr. S.D.N.Y, 1999).

E. Assumption And Assignment of Designated Contracts Is Authorized By

Section 365 Of The Bankruptcy Code.

unexpired lease or executory contract of a debtor, providing as follows:

(b)(1) If there has been a default in an executory contract or

(A) cures or provides adequate assurance that the trustee

(B) compensates, or provides adequate assurance that

(C) provides adequate assurance of future performance

Bob's Steak and Chop House Sale Documents

Bob's Steak and Chop House Sale Documents