Bart Coffee Kiosks

}bk1{Form1.
VoluntaryPetition}bk{
B1 (Official Form 1)(04/13)

United States Bankruptcy Court
Voluntary Petition
Name of Debtor (if individual, enter Last, First, Middle):
All Other Names used by the Debtor in the last 8 years
(include married, maiden, and trade names):
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN
(if morethanone, stateall)
Street Address of Debtor (No. and Street, City, and State):
County of Residence or of the Principal Place of Business:
Mailing Address of Debtor (if different from street address):
Location of Principal Assets of Business Debtor
(if different from street address above):
Name of J oint Debtor (Spouse) (Last, First, Middle):
All Other Names used by the J oint Debtor in the last 8 years
(include married, maiden, and trade names):
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN
(if morethanone, stateall)
Street Address of J oint Debtor (No. and Street, City, and State):
County of Residence or of the Principal Place of Business:
Mailing Address of J oint Debtor (if different from street address):
ZIP Code ZIP Code
ZIP Code ZIP Code

Type of Debtor
(Formof Organization) (Check one box)
Individual (includes J oint Debtors)

See Exhibit D on page 2 of this form.
Corporation (includes LLC and LLP)
Partnership
Other (If debtor is not one of the above entities,
check this box and state type of entity below.)

Chapter 15 Debtors
Country of debtor's center of main interests:

Each country in which a foreign proceeding
by, regarding, or against debtor is pending:

Filing Fee (Check one box)
Full Filing Fee attached
Filing Fee to be paid in installments (applicable to individuals only). Must
attach signed application for the court's consideration certifying that the
debtor is unable to pay fee except in installments. Rule 1006(b). See Official
Form3A.
Filing Fee waiver requested (applicable to chapter 7 individuals only). Must
attach signed application for the court's consideration. See Official Form3B.
Nature of Business
(Check one box)
Health Care Business
Single Asset Real Estate as defined
in 11 U.S.C. 101 (51B)
Railroad
Stockbroker
Commodity Broker
Clearing Bank
Other
Tax-Exempt Entity
(Check box, if applicable)
Debtor is a tax-exempt organization
under Title 26 of the United States
Code (the Internal Revenue Code).
Chapter of Bankruptcy Code Under Which
the Petition is Filed (Check one box)
Chapter 7
Chapter 9
Chapter 11
Chapter 12
Chapter 13
Chapter 15 Petition for Recognition
of a Foreign Main Proceeding
Chapter 15 Petition for Recognition
of a Foreign Nonmain Proceeding
Nature of Debts
(Check one box)
Debts are primarily consumer debts, Debts are primarily
defined in 11 U.S.C. 101(8) as business debts.
"incurred by an individual primarily for
a personal, family, or household purpose."
Chapter 11 Debtors
Check one box:
Debtor is a small business debtor as defined in 11 U.S.C. 101(51D).
Debtor is not a small business debtor as defined in 11 U.S.C. 101(51D).
Check if:
Debtors aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates)
are less than $2,490,925 (amount subject to adjustment on 4/01/16 and every three years thereafter).

Check all applicable boxes:
A plan is being filed with this petition.
Acceptances of the plan were solicited prepetition fromone or more classes of creditors,
in accordance with 11 U.S.C. 1126(b).

THIS SPACE IS FOR COURT USE ONLY Statistical/Administrative Information
Debtor estimates that funds will be available for distribution to unsecured creditors.
Debtor estimates that, after any exempt property is excluded and administrative expenses paid,
there will be no funds available for distribution to unsecured creditors.
Estimated Number of Creditors
1- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50,001- OVER
49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000
Estimated Assets
$0to $50,001to $100,001to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 Morethan
$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1billion $1billion
million million million million million
Estimated Liabilities
$0to $50,001to $100,001to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 Morethan
$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1billion $1billion
million million million million million
Northern District of California
Metropolitan Coffee and Concession Company, LLC
26-0787775
1310 65th Street
Emeryville, CA
Alameda
94608
(Debtor maintains coffee kiosk locations in the Berkeley, Pittsburg,
Montgomery, and Embarcadero BART stations).
Case: 14-44242 Doc# 1 Filed: 10/20/14 Entered: 10/20/14 23:07:31 Page 1 of 28
B1 (Official Form 1)(04/13) Page 2
Voluntary Petition
(This page must be completed and filed in every case)
Name of Debtor(s):
All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet)
Location Case Number: Date Filed:
Where Filed:
Location Case Number: Date Filed:
Where Filed:
Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet)
Name of Debtor: Case Number: Date Filed:
District: Relationship: J udge:
Exhibit A
(To be completed if debtor is required to file periodic reports (e.g.,
forms 10K and 10Q) with the Securities and Exchange Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
and is requesting relief under chapter 11.)
Exhibit A is attached and made a part of this petition.
Exhibit C
Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?
Yes, and Exhibit C is attached and made a part of this petition.
No.
Exhibit D
(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)
Exhibit D completed and signed by the debtor is attached and made a part of this petition.
If this is a joint petition:
Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.
Information Regarding the Debtor - Venue
(Check any applicable box)
Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180
days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.
There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.
Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in
this District, or has no principal place of business or assets in the United States but is a defendant in an action or
proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief
sought in this District.
Certification by a Debtor Who Resides as a Tenant of Residential Property
(Check all applicable boxes)
Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)

(Name of landlord that obtained judgment)

(Address of landlord)
Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure
the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and
Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period
after the filing of the petition.
Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. 362(l)).
Exhibit B
(To be completed if debtor is an individual whose debts are primarily consumer debts.)
I, the attorney for the petitioner named in the foregoing petition, declare that I
have informed the petitioner that [he or she] may proceed under chapter 7, 11,
12, or 13 of title 11, United States Code, and have explained the relief available
under each such chapter. I further certify that I delivered to the debtor the notice
required by 11 U.S.C. 342(b).
X
Signature of Attorney for Debtor(s) (Date)

- None -
- None -
B1 (Official Form 1)(04/13) Page 3
Voluntary Petition
(This page must be completed and filed in every case)
Name of Debtor(s):
Signatures
Signature(s) of Debtor(s) (Individual/Joint)
I declare under penalty of perjury that the information provided in this
petition is true and correct.
[If petitioner is an individual whose debts are primarily consumer debts and
has chosen to file under chapter 7] I am aware that I may proceed under
chapter 7, 11, 12, or 13 of title 11, United States Code, understand the relief
available under each such chapter, and choose to proceed under chapter 7.
[If no attorney represents me and no bankruptcy petition preparer signs the
petition] I have obtained and read the notice required by 11 U.S.C. 342(b).
I request relief in accordance with the chapter of title 11, United States Code,
specified in this petition.
X
Signature of Debtor
X
Signature of J oint Debtor

Telephone Number (If not represented by attorney)

Date
Signature of Attorney*
X
Signature of Attorney for Debtor(s)

Printed Name of Attorney for Debtor(s)

Firm Name

Address

Telephone Number

Date
*In a case in which 707(b)(4)(D) applies, this signature also constitutes a
certification that the attorney has no knowledge after an inquiry that the
information in the schedules is incorrect.
Signature of Debtor (Corporation/Partnership)

I declare under penalty of perjury that the information provided in this
petition is true and correct, and that I have been authorized to file this petition
on behalf of the debtor.
The debtor requests relief in accordance with the chapter of title 11, United
States Code, specified in this petition.
X
Signature of Authorized Individual

Printed Name of Authorized Individual

Title of Authorized Individual

Date
Signature of a Foreign Representative

I declare under penalty of perjury that the information provided in this petition
is true and correct, that I am the foreign representative of a debtor in a foreign
proceeding, and that I am authorized to file this petition.
(Check only one box.)
I request relief in accordance with chapter 15 of title 11. United States Code.
Certified copies of the documents required by 11 U.S.C. 1515 are attached.
Pursuant to 11 U.S.C. 1511, I request relief in accordance with the chapter
of title 11 specified in this petition. A certified copy of the order granting
recognition of the foreign main proceeding is attached.
X
Signature of Foreign Representative

Printed Name of Foreign Representative

Date
Signature of Non-Attorney Bankruptcy Petition Preparer
I declare under penalty of perjury that: (1) I am a bankruptcy petition
preparer as defined in 11 U.S.C. 110; (2) I prepared this document for
compensation and have provided the debtor with a copy of this document
and the notices and information required under 11 U.S.C. 110(b),
110(h), and 342(b); and, (3) if rules or guidelines have been promulgated
pursuant to 11 U.S.C. 110(h) setting a maximum fee for services
chargeable by bankruptcy petition preparers, I have given the debtor notice
of the maximum amount before preparing any document for filing for a
debtor or accepting any fee from the debtor, as required in that section.
Official Form 19 is attached.

Printed Name and title, if any, of Bankruptcy Petition Preparer

Social-Security number (If the bankrutpcy petition preparer is not
an individual, state the Social Security number of the officer,
principal, responsible person or partner of the bankruptcy petition
preparer.)(Required by 11 U.S.C. 110.)

Address
X

Date
Signature of bankruptcy petition preparer or officer, principal, responsible
person,or partner whose Social Security number is provided above.
Names and Social-Security numbers of all other individuals who prepared or
assisted in preparing this document unless the bankruptcy petition preparer is
not an individual:
If more than one person prepared this document, attach additional sheets
conforming to the appropriate official form for each person.
A bankruptcy petition preparers failure to comply with the provisions of
title 11 and the Federal Rules of Bankruptcy Procedure may result in
fines or imprisonment or both. 11 U.S.C. 110; 18 U.S.C. 156.

/s/ Gregory A. Rougeau
Gregory A. Rougeau 194437
Diamond McCarthy LLP
150 California Street, Suite 2200
San Francisco, CA 94111
Email: grougeau@diamondmccarthy.com
415.692.5200
October 20, 2014
Harry R. Kraatz
/s/ Harry R. Kraatz
Authorized Agent
October 20, 2014
InreMetropolitanCoffeeandConcessionCompany,LLC
AttachmenttoVoluntaryPetitionRegardingCorporateAuthority
CorporateauthorityhasbeenobtainedforcommencementofMetropolitanCoffeeand
ConcessionCompanys(theDebtor)Chapter11case.
TheDebtorsFirstAmendedandRestatedOperatingAgreement(theOperatingAgreement),
datedSeptember11,2007,providesfortwoclassesofmembershipinterests:CommonandPreferred
(Section1.16).TheCommonmembershavebeentheonlyvotingmemberssincetheDebtors
inception.Preferredmembersreceiveapreferentialreturnasprovidedforintheoperatingagreement,
asamended.
OnOctober3,2014,atelephonicmeetingoftheMembersofAegisHoldingCompany,LLC
(Aegis)wasconducted.Aegisretains88.26%oftheCommonInterestsintheDebtor,and44.75%of
allinterests(CommonandPreferred,together)intheDebtor.Theminutesfromthattelephonicmeeting
areattachedheretoasExhibitAtothisAttachment.
Assetforthintheminutesofthemeeting,theMembersofAegisresolved,amongotherthings,
tovoteitscommonmembershipinterestintheDebtorforthecommencementoftheDebtorsChapter
11case.
Section7.10oftheDebtorsOperatingAgreementprovidesthattheDebtorsLLCMembersmay
takeanyactionwhichotherwisewouldrequireameeting,ifMembershavingnotlessthanthe
minimumnumberofVotesthatwouldbenecessarytoauthorizeortakethatactionatameetingat
whichallMembersentitledtoVotethereonwerepresentandvoted.Amongthoseactionswhich
requiresmajoritymembershipapprovalisthefilingofapetitioninbankruptcyortheenteringintoof
anarrangementamongcreditors.
NotwithstandingthatMetropolitanmayhavesimplyvotedits88.26%commoninterestinfavor
ofcommencementoftheChapter11case,andtoavoidanyambiguityastothecorporateauthorityto
commencethiscase,HarryR.Kraatz,theprospectiveResponsiblePersonhereinandanauthorized
agentoftheDebtor,sentallLLCmembers(CommonandPreferred,together)thecorrespondence
attachedheretoasExhibitB.Init,Mr.Kraatzhasrequestedsupportfrom50%ofallLLCmembers,
withAegis44.75%affirmativevote(i.e.,anadditionalaffirmativevoteof5.25%).
TheDebtorobtainedtherequisitevotes,andthereforetherequisitecorporateauthorityfrom
Members,tocommencethisChapter11case.AttachedheretoasExhibitCareaffirmativevotesfrom
Members,inanaggregateamountinexcessof50%ofallmembershipinterestsintheDebtor.
AccordingtotherecordsoftheDebtor,theattachedaffirmativeballotsrepresentat51.23%ofall
membershipinterests.

EXHIBIT A
1

AEGIS HOLDING COMPANY, LLC

Minutes

Meeting of Members

Date: Friday, October 3, 2014
Time: 2:00 p.m.
Location: Telephonic meeting, dial-in (877) 659-5570, Access Code 0176797

Present: LLC Members:
Susan Horsfall (Representative of the Market Street Irrevocable Trust)
J oel Sjostrom (Representative of the J oel and Sherlyn Sjostrom Revocable
Trust)
J acob Cooper (Representative of Altus Capital Management LLC)

Counsel and Observers:
Zach Georgopoulos (Counsel)
Gregory Rougeau (Counsel)
Karen Diep (Observer/Law Clerk)
Harry Kraatz (Observer; CEO of Aegis Holding Company)
J ason Vinet (Observer; VP of subsidiary Metropolitan Coffee &
Concession Company, LLC)
Paul Manasian (Observer; Counsel to Altus Capital Management, LLC)

Absent: None.

I Call to order: at 2:04 PM by Gregory Rougeau
II Quorum: All LLC members, through their representatives, were present and
participated in the telephonic meeting.
III Notice: Notice of Meeting of LLC Members, dated September 29, 2014, mailed to
members of Aegis Holding Company LLC, pursuant to Section 10.2 of the First
Amendment and Restated Operating Agreement of Aegis Holding Company, LLC
(Operating Agreement). The noticed meeting was conducted to accommodate the
schedule of Susan Horsfall, who has represented that she is the representative of the
Market Street Irrevocable Trust.
IV New Business:
Prefatory Statement: The new business addressed below was preceded by numerous
emails exchanged between counsel and Terrence P. Goggin, who asserted that he was
Trustee of the LLC Member the Market Street Irrevocable Trust, prior to September
2

26, 2014. Initially, and based on those email exchanges, a telephonic meeting of the
LLC Members was scheduled for September 26, 2014, at 2:00 p.m. PST, to
accommodate Mr. Goggin. An hour before such meeting, Mr. Rougeau, counsel to
Aegis Holding Company and Metropolitan Coffee and Concession Company, LLC,
received an email from Mr. Goggin to the effect that Ms. Horsfall was now the
Trustee of the Market Street Irrevocable Trust.
At the attempted telephonic meeting of the LLC Members on September 26, 2014,
Ms. Horsfall appeared as the representative of the Market Street Irrevocable Trust.
When asked by Mr. Rougeau to substantiate that she was in fact appointed, she
affirmed that she had been appointed as Trustee and representative of such trust, that a
legal instrument had been prepared by counsel relating to that appointment, and that
she would provide suitable evidence of such appointment. She did not provide the
instrument or even the name of the counsel at the telephonic meeting on September
26, 2014.
In light of the unexpected, purported appointment of Ms. Horsfall as Trustee and
representative of the Market Street Irrevocable Trust, and in the absence of evidence
supporting such assignment, the telephonic meeting arranged to accommodate Mr.
Goggins schedule was adjourned, so that Ms. Horsfall could provide evidence of her
appointment, and so that written notice for a further meeting could be sent to Ms.
Horsfall and the other LLC Members, for a meeting on Tuesday, October 30, 2014, at
2:00 p.m. PST. Before notice of that continued meeting could be distributed,
however, Ms. Horsfall communicated that she would be unavailable until Friday,
October 3, 2014, at 2:00 p.m.
In furtherance of requests that Ms. Horsfall substantiate her appointment as Trustee,
on Friday, October 3, 2014 (the morning of the telephonic LLC Members meeting
continued at her request), Ms. Horsfall forwarded to Mr. Rougeau an email from Mr.
Goggin, that stated as follows:
Dear Susan:

This is to confirm that you were appointed Trustee of the Market Street
Trust on September 26, 2014 by myself as Settlor of the Trust.

You have full powers to manage the assets of the Trust as you see fit.
Under the terms of the Trust the Settlor cannot dictate or interfere with
your management and your decisions are final.

Inquiries regarding the terms of the Trust should be addressed to the
Trust's attorney: Mr. J ames Felix Esq. His contact information is:

Mr. J ames M Felix Esq.
Kilkenny and Felix
350 7th Ave Suite 1800
New York, NY , 10001
212-419-1492

Terrence P Goggin
3

With Ms. Horsfalls continued representations that she had been appointed as the
Trustee and representative of the Market Street Irrevocable Trust, the meeting was
called to order, to address the following:
A. Appointment of Harry Kraatz as Manager of the LLC, pursuant to Section 5.3 of
the Operating Agreement. This necessity of this appointment had previously been
discussed by the LLC Members, in light of the financial condition of Aegis
Holding Company and Metropolitan Coffee and Concession Company, in light of
the companies relationships with BART, in light of the relationship of the
companies with their creditors, and in light of the significant financial distress and
operational challenges faced by the company. Following a motion duly made, the
votes were as follows:
(1) Voting
(a) Representative J oel Sjostrom in favor
(b) Representative J acob Cooper in favor
(c) Representative Susan Horsfall in opposition
(2) Protest Susan Horsfall asserting indulgence in self-help; and requested a
judicial opinion, and was advised by Mr. Rougeau that she was free to
pursue her legal remedies.
(3) Resolution Appointment of Harry Kraatz as Manager for the LLC has
PASSED with the approval of the members.
B. Commencement of Aegis Holding Company, LLCs filing for Chapter 11
Reorganization bankruptcy, pursuant to Section 5.7.7 of the Operating Agreement.
The majority of the LLC Members had communicated that their belief that the best
interests of creditors would be served through commencement of a Chapter 11
reorganization proceeding by both Aegis Holding Company and its subsidiary,
Metropolitan Coffee and Concession Comp[any, LLC. Following a motion duly
made, the votes were as follows:
(1) Voting
(c) Member Susan Horsfall in opposition
(2) Protest - Susan Horsfall asserting indulgence in self-help and requested a
(3) Resolution The commencement of Aegis Holding Company, LLC filing
for Chapter 11 Reorganization bankruptcy has PASSED with the approval
of the members.
4

C. Appointment of Harry Kraatz as the responsible person in Aegis Holding
Company, LLCs Chapter 11 Reorganization bankruptcy case. Following a motion
duly made, the votes were as follows:
(1) Voting
(2) Protest - Susan Horsfall asserting indulgence in self-help, and requested a
judicial opinion and was advised by Mr. Rougeau that she was free to
(3) Resolution Appointment of Harry Kraatz as the responsible person in
Aegis Holding Company, LLCs Chapter 11 Reorganization proceedings
has PASSED with the approval of the members.
D. Retention of Diamond McCarthy LLP as Chapter 11 bankruptcy counsel for Aegis
Holding Company, LLC. Following a motion duly made, the votes were as
follows:
(1) Voting
(2) Protest - Susan Horsfall asserting improper procedure, and requested a
(3) Resolution Retention of Diamond McCarthy LLP as Chapter 11
bankruptcy counsel for Aegis Holding Company, LLC has PASSED with
the approval of the members.
E. Vote of Aegis LLC membership interest in Metropolitan Coffee and Concession
Company, LLC (Metropolitan), to commence a Chapter 11 bankruptcy
proceeding for Metropolitan at a future meeting of Metropolitans members. Such
resolution, though not required by Aegis Holding Company, LLCs Operating
Agreement, was made in light of the Metropolitans significant financial distress
and need for debt relief, and in the best interest of its creditors. Following a
motion duly made, the votes were as follows:
(1) Voting
Case: 14-44242 Doc# 1 Filed: 10/20/14 Entered: 10/20/14 23:07:31 Page 10 of
28

EXHIBIT B
28
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uring consu
ant financia
e Metropolit
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challenges f
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us finance,
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ng and pay c
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Emeryville,
politan Cof
e of this cor
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a Chapter 1
forth in gre
2014, I wa
ultant to ad
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tans financ
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etropolitan
LC. In such
faced by Ae
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manufactu
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e a strategic
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may have d
ng the term
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inancial sta
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and 2011, u
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by the Man
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a condition
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% members
I have spok
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n a crisis m
consulting
etailing com
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and others.
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poration. Fu
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m and Jacob
c plan to en
many of you.
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ve a positive
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upport this c
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OFFICE:4
FAX:415.
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pproval, as a
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he reasons fo
etropolitan
ts efforts to
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of financing
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st in Metrop
ome of you
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nd arranged
cluding: Mo
apital, Libe
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ld various p
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t for the Sou
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conclusion.
ropolitans
atement for
415.391.249
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n as a
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in order to
g necessary
any, LLC- t
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as the Chief
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o continue
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28
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assets of
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invested
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line with
those co
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stated pu
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December 3
July 31, 201
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shut the co
h its revenu
osts have no
al distress w
ompanys fo
ents in New
ons, and to b
and ensuri
d nothing to
urpose of th
n earlier this
h no way to
Emeryville,
31, 2013 an
14. The fin
dire, and th
mber 2010, t
982,639, an
ot include t
erhaps calcu
nion, deceiv
leasehold
, and theref
o out of bus
companys
ted to the p
6.93, again
pute, the fig
ets include
ffiliated ent
nd somethi
of those re
York, were
o date, are
negotiated l
most of thi
osed busine
on, Metrop
vice its deb
ompany dow
ues (someth
ot, for the m
was precipit
ormer CEO
w York. Rat
build addit
ing Metrop
o do with op
he company
s year; unfo
service it.
CA94608
nd its unaud
nancial state
he company
the compan
nd its liabili
the equity r
ulated acco
ving: the l
improveme
fore do not
siness. In 2
net loss wa
point that it
nst liabilitie
gure for the
constructio
tities (Aegis
ing called O
eceivables,
e collectible
no more op
last month)
is is compri
ess in New Y
olitan cann
t, and it pre
wn. While t
hing we hav
most part, b
ated, in larg
O, Terry Gog
ther than u
ional stores
olitans fina
perating Pe
y. As most
ortunately,

dited financ
ements dem
y has been i
ny posted a
ties were $
aised throu
rding to GA
easehold im
ents consis
t reflect the
2011, while
as $690,131
posted a lo
s of $7,731,
e asset valua
on costs of
s Atlantic, P
OnDeck PG
related to c
then, and t
ptimistic, an
), the compa
ised of unco
York), and t
not generate
esently risk
the compan
ve addressed
rought the
ge measure
ggin, incurr
using funds
s in the BAR
ancial stabi
eets coffee k
of you kno
by then, th
cial stateme
monstrate th
insolvent fo
net loss of
4,486,347 (
ugh the sale
AAP, the va
mprovemen
st of the co
liquidation
still insolve
. By 2013,
oss of $1,02
,599.07. W
ation, is aga
$1,876,771
Preserve 24
) in the exc
closed busi
they certain
nd (prior to
any retaine
ollectible re
total liabilit
e sufficient
ks having its
nys operatio
d over the p
company t
e, by the ex
red in conn
to buttress
RT stations
ility), funds
kiosks here
ow, Mr. Gog
e company
OFFICE:4
FAX:415.
ents for the
hat the fina
or years.
$1,023,448
(these liabi
e of membe
aluation of t
nts are valu
st of constr
n value of th
ent accordi
the compan
20,219, and
While the lia
ain, at best
.33, and als
4, Aegis Reta
cess of $2,2
inesses the
nly are not
o receiving
ed current a
eceivables o
ties of $8,5
profits to s
s secured cr
onal costs a
past couple
o its financ
xcessive deb
nection with
s Metropolit
s (thereby g
s were used
e in the Bay
ggin was rem
y had incurr
415.391.249
391.1575
e months
ancial posit
8. Its asset
ilities are de
ership
the compan
ued at
ructing the
he stores if
ing to the
nys financi
d had total
abilities are
t,overly
so include
ail Group,
73,505. Fr
company
collectible
emergency
assets of
owed to the
576,269.82.
sustain
reditors tak
are also out
e of months
cial knees. I
bt authorize
h failed
tans
generating
d for project
y Area, the
moved from
red the debt
99
tion
ts
ebts,
nys
four
the
ial

rom
now.
y
e
.
ke
t of
s),
Its
ed
ts
m his
t it
28
1310
www.M
In
received
within th
nor addi
recent d
describe
regard to
longer in
meeting
compan
obtainin

W
financin
negotiat
dispropo
for the c
Emeryvi
entirely,
operatio
that both
the Unit
delay. A
resolved
member
simply a
7.10 of th
that you
meeting
member
its mem
alone re

T
our opin
(describ
Metropo
financin
Chapter
a positio
kiosks in
65
th
Street,
MC2SF.com
n addition t
d notice on J
he BART st
itional rent
discussions w
e the compa
o Peets, Pe
nterested in
gs within th
ies will be i
ng new finan
With substa
ng, and stab
ted termina
ortionate to
companies
ille. While
, Metropoli
onal and fin
h Aegis and
ted States B
Aegis, follow
d to comme
r meeting (s
an action th
he compan
u, as the LLC
g; to comme
rs voting eq
mbers, has al
tains a 44%
The reasons
nion, and b
bed above) b
olitan will n
ng, through
11 case. At
on to pay pa
n BART sta
Emeryville,
to the Metr
July 15, 201
tations. Me
t based upo
with BART
anys relatio
eets recentl
n doing bus
e past few d
in a position
ncing and p
ntial assista
bilizing, for
ation of the
o the compa
headquarte
all of this h
tans situat
nancial chal
d Metropoli
Bankruptcy
wing a meet
nce a Chap
set forth in
hrough cons
nies operati
C members
ence Metrop
quity to vot
lready appr
% equity int
for the com
based upon
but discussi
not be in a p
either debt
present, th
ast due rent
tions, and i
CA94608
ropolitans o
14 that BAR
etropolitan
n its sales s
T have temp
onship with
ly commun
siness with
days have h
n to mainta
proposing a
ance from J
the time be
companies
anies needs
ers, at only
has prevent
tion remain
llenges face
itan comme
Court for th
ting of its m
pter 11 case.
Section 7.5
sent of mem
ing agreeme
s, vote for co
politans ca
te in favor o
roved the co
terest in Me
mmenceme
not only th
ions with it
position to s
t or equity,
he company
t to BART,
is therefore
obvious up
RT intended
n had neithe
since Octob
porarily help
h BART as t
nicated to Ae
the compan
helped mat
ain the Peet
a strategic p
Joel Sjostro
eing, the BA
s real prope
s) and obta
$1,500 per
ed Aegis an
ns problem
ed by the co
ence Chapte
he Norther
members on
Metropoli
5 of the com
mbers in lie
ent). Metro
ommencem
ase, the com
of the comm
ommencem
etropolitan.
nt of Metro
he analysis
ts creditors,
sustain ope
that it cann
y is not in a
is not in a p
e not in a po
pside down
d to revoke
er paid base
ber 2011. W
ped stabiliz
tenuous is a
Aegis and M
nies forme
tters, and w
ts license, i
plan for the
om, in addit
ART and Pe
erty lease in
ained month
r month and
nd Metropo
atic, and gi
ompanies, w
er 11 reorga
rn District o
n October 3
itan require
mpanys ope
eu of a meet
opolitan is
ment of a Ch
mpany requ
mencement
ment of Met
.
opolitans c
of the comp
, vendors, B
erations wit
not obtain o
position to
position to
osition to n
OFFICE:4
FAX:415.
n financial
e its permit
e rent since
While we bel
ze the situat
an understa
etropolitan
er managem
we believe th
if I am succ
e companies
tion to nego
eets situatio
n Berkeley (
h-to-month
d no deposi
olitan from
iven the sig
we have reco
anization pr
of Californi
3, 2014, has
es- through
erating agre
ting (pursu
respectfully
hapter 11 ca
ires at least
of a case. A
tropolitans
ase are stra
panys fina
BART and P
thout obtain
outside the
o service its
build any r
egotiate an
415.391.249
391.1575
situation, A
to operate
e October 2
lieve that
tion, to
atement. W
n that it was
ment; some
hat the
cessful in
s.
otiating
ons, we
(which was
h arrangem
it , in
shutting do
nificant
ommended
roceedings
a, without
already
h either an L
eement) or
ant to Secti
y requestin
ase in lieu o
t 50% of th
Aegis, throu
s case, and i
aightforwar
ncial situat
Peets,
ning additi
context of
s debt, is no
remaining
ny renewal t
99
Aegis

012
With
s no

s
ment
own
d
in
LLC

ion
ng
of a
e
ugh
it
rd: in
tion
onal
a
ot in
to
28
1310
www.M
the BAR
is schedu

A
plan fo
compan
short mo

T
creditor
compan
preclude
license.
commen
be put in
the retai
that. Th
serviced
remainin
financin
managem
existing

T
maintain
claims to
stated ab
extensio
complet
propose
from fut
equity in
as a sour
over the
retain th

In
support.
Metropo
likely), M
65
th
Street,
MC2SF.com
RT permit u
uled to exp
At least one
or reorgani
ies were alr
onths ago.
The plan, a
s to collect
ys assets a
e, at least fo
The compa
ncement of
n a position
il permit un
he company
d its million
ng stores. F
ng, the cond
ment of the
manageme
The architec
n current p
o the extent
bove, does
on of the pe
te construct
a reorgani
ture operati
n the reorga
rce of recov
e past severa
heir interest
n order to c
. While Ae
olitans Cha
Metropolita
Emeryville,
upon which
ire in Septe
party inter
zation is. T
ready on th

as things st
from Metro
nd shut the
or the time
anys goal is
the Aegis/M
n to reorgan
nless past d
y cannot ma
ns of dollars
Financing is
ditions of th
e company t
ent of the co
cture of the
ayments to
t of the cur
not approx
rmit with B
tion of store
zation plan
ions (perha
anized com
very for cre
al years. U
ts in the reo
commence t
egis will be
apter 11 case
an requires
CA94608
the compan
ember 2017
rested in Me
That is an ex
he brink of c
tand now, is
opolitan, or
em down. T
being, term
s to obtain
Metropolita
nize. As BA
due rent is p
ake its past
s of debt in y
s critical; w
he financing
to myself an
ompany an
larger pla
o vendors an
rent value o
ximate the c
BART, so th
es in the rem
n whereby th
aps through
mpany. The
ditors, as w
nfortunatel
organized c
the Chapter
affirmative
e (thereby m
an addition
nys future
7).
etropolitan
xtremely di
collapse wh
s, through a
r otherwise
The automa
mination of
short term
an bankrup
ART has ma
paid. The c
due tax pay
years. The
while I have
g was that t
nd Jacob C
d filing for
an is as foll
nd employe
of the collat
cost associa
hat longer te
maining BA
he existing
h contingen
company w
we trace the
ly, under ba
company un
r 11 case, M
ely voting it
making com
nal vote of n
literally de
n has inquir
ifficult inqu
hen I was fir
a bankruptc
e take steps
atic stay in
the BART p
financing,
ptcy cases, s
ade perfectly
company is
yments. Th
re is no mo
been succe
the compan
Cooper, with
reorganiza
lows: finan
ees; pay sec
teral securi
ated with th
erm financi
ART station
creditors w
nt promisso
will also exp
e disposition
ankruptcy l
nless credit
Metropolitan
s 44% equi
mmenceme
no less than
OFFICE:4
FAX:415.
epends (the
ed of us wh
uiry, given t
rst retained
cy, to stay a
to foreclos
bankruptcy
permit and
following t
so that the c
y clear, it w
not in a po
he company
oney to buil
essful in obt
ny turn over
h a view to r
ation.
nce past due
cured credi
ing their lie
he collateral
ing (includi
ns) may be e
will receive
ry notes) or
plore, of cou
n of the com
law, existin
tors are paid
n requires i
ity stake in
ent of a Cha
n six percen
415.391.249
391.1575
present pe
hat the large
that the
d just a few
any efforts b
e upon the
y will also
d the Peets
the
company w
will termina
osition to pa
y has not
ld out
taining som
r financial
replacing
e rents and
itors on the
ens (which,
l); negotiate
ing financin
emplaced;
something
r permitted
urse, litigat
mpanys fun
ng equity ca
d in full.
its member
favor of
apter 11 case
nt of the eq
99
ermit
er

by

will
ate
ay
me

eir
as
e an
ng to

d
tion
nds
annot
rs
e
quity
28
1310
www.M
to comm
that som

A
member
case. If
out a no
of the LL
bankru
Friday,
grouge
9200.

M
line, (41
possible
Metropo
McCarth

T

65
th
Street,
MC2SF.com
mence the ca
me of that si
Attached to
rs to vote in
Metropolit
otice of actio
LCs operat
uptcy coun
, October
eau@diam
Many of you
5) 391-249
e. You may
olitans ban
hy, LLP, at h
Thank you fo
Emeryville,
ase, withou
ix percent h
this corresp
n support or
tan receives
on of the LL
ting agreem
nsel, Greg
17, 2014.
mondmcca
u have quest
9, concerni
also reach
nkruptcy cou
his direct li
for your tim
CA94608
ut conductin
has already
pondence, c
r against co
s the requis
LC member
ment. Pleas
gory A. Ro
Mr. Roug
arthy.com,
tions; pleas
ing this mat
me by ema
unsel, Mr. R
ine, (415) 6
me and cons
ng a formal
communic
colored blu
ommencem
ite six perc
rs without t
se return
ougeau, via
geaus em
, and his f
se direct an
tter; I will e
ail, harry@m
Rougeau, a
92-5202.
ideration.
S

M
C

H

H
l meeting (w
cated appro
ue, is a ballo
ment of Metr
cent votes, i
the meeting
the ballot
a email or
mail addre
facsimile n
ny inquiries
endeavor to
mc2sf.com.
a partner in
Sincerely,

METROPO
CONCESSI

Harry R. K

Harry R. Kr
OFFICE:4
FAX:415.
we have bee
oval of a Cha
ot for Metro
ropolitans
t will imme
g, pursuant
t to Metro
r facsimile
ess is
number is
s to the com
o return cal
Finally, yo
the law firm
OLITAN CO
ION COMP
Kraatz
raatz
415.391.249
391.1575
en informed
apter 11).
opolitans L
Chapter 11
ediately sen
to Section
opolitans
e, before
s (415) 26
mpanys mai
lls as soon a
ou may cont
m of Diamo
OFFEE AND
PANY, LLC
99
d
LLC

nd
7.1

63-
in
as
tact
ond
D
28

EXHIBIT C
28
28
28
28
28
28
28
28
28
28
1
Rougeau, Gregory A.
From: dswcm <dswcm@sbcglobal.net>
Sent: Tuesday, October 14, 2014 12:54 AM
To: Rougeau, Gregory A.
Subject: RE: Metropolitan Coffee and Concession Company- Important Creditor/LLC Member
Correspondence
I am on a cruise in Greece and have limited access. I am in favor of restructuring.

Sent via the Samsung GALAXY S4, an AT&T 4G LTE smartphone

-------- Original message --------
From: "Rougeau, Gregory A."
Date:10/12/2014 10:51 PM (GMT+02:00)
To:
slockary@gmail.com,ateaminstall@gmail.com,ricktaipale@yahoo.com,rbain@beelineglass.com,delcoach@aol.
com,rjenkins@nbmedia.com,legaldepartment@yahoo.com,roninsti@aol.com,jwang23@hotmail.com,dswcm@
sbcglobal.net,mjwengroff@gmail.com,michael@trileaves.com,jsoldano51@gmail.com,rmillersf@comcast.net,
hamidtaeb@yahoo.com,Simone@Derayeh.com,tolberttolbertltd@yahoo.com,myekan@yahoo.com,lulu.limo1
@att.net,norm901@hotmail.com,J melvin967@gmail.com,ch@hainesgallery.com,lynnsurber@yahoo.com,sacaj
awea208@aol.com,bradalderson@mac.com,stevenpate.hfi@gmail.com,hoopgurubk@aol.com,J TPhippen@hot
mail.com,phil@aegis-holding.com,jengs@engsfinance.com,J D@TCS-Insurance.com,cb@tcs-
insurance.com,heath.kastner@cbre.com,Dean.Quiambao@amllp.com,robertopaolo.santos@gmail.com
Subject: Metropolitan Coffee and Concession Company- Important Creditor/LLC Member Correspondence

Dear Metropolitan Coffee and Concession Company, LLC Member:

Attached please find important correspondence from Harry R. Kraatz a crisis management/corporate
restructuring consultant recently hired as the LLCs CEO. For the reasons set forth in the correspondence and
the supporting financial information, this matter requires your immediate attention and action.

As set forth in the letter, please contact myself or Mr. Kraatz to address any questions or concerns.

Thelinked imagecannot be displayed. Thefilemay have been moved, renamed, or deleted. Verify that thelink points to the correct fileand location.

Gregory A Rougeau | Partner
150 California Street, Suite 2200
San Francisco, California 94111
415.692-5200 direct
415-263-9200 fax
Conference call dial-in: 877-659-5570 Access code 0176797
web | bio | vCard
28
28

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