Bart Coffee Kiosks

}bk1{Form 1. Voluntary Petition}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 more than one, state all)

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 Joint Debtor (Spouse) (Last, First, Middle):

All Other Names used by the Joint 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 more than one, state all)

Street Address of Joint Debtor (No. and Street, City, and State):

County of Residence or of the Principal Place of Business:

Mailing Address of Joint Debtor (if different from street address):

ZIP Code ZIP Code

ZIP Code ZIP Code

Type of Debtor

(Form of Organization) (Check one box) Individual (includes Joint 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). Mustattach signed application for the court's consideration certifying that thedebtor is unable to pay fee except in installments. Rule 1006(b). See OfficialForm 3A.

Filing Fee waiver requested (applicable to chapter 7 individuals only). Mustattach signed application for the court's consideration. See Official Form 3B.

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 organizationunder Title 26 of the United StatesCode (the Internal Revenue Code).

Chapter of Bankruptcy Code Under Whichthe Petition is Filed (Check one box)

Chapter 7 Chapter 9 Chapter 11 Chapter 12 Chapter 13

Chapter 15 Petition for Recognitionof a Foreign Main Proceeding

Chapter 15 Petition for Recognitionof a Foreign Nonmain Proceeding

Nature of Debts(Check one box)

Debts are primarily consumer debts, Debts are primarilydefined in 11 U.S.C. 101(8) as business debts."incurred by an individual primarily fora personal, family, or household purpose."

Chapter 11 DebtorsCheck 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 from one or more classes of creditors,in accordance with 11 U.S.C. 1126(b).

THIS SPACE IS FOR COURT USE ONLYStatistical/Administrative InformationDebtor 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- OVER49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000

Estimated Assets

$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion

million million million million million

Estimated Liabilities

$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion

million million million million million

Northern District of California

Metropolitan Coffee and Concession Company, LLC

26-0787775

1310 65th StreetEmeryville, 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: Judge:

Exhibit A

(To be completed if debtor is required to file periodic reports (e.g.,forms 10K and 10Q) with the Securities and Exchange Commissionpursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934and is requesting relief under chapter 11.)

Exhibit A is attached and made a part of this petition.

Exhibit CDoes 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 180days 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 inthis District, or has no principal place of business or assets in the United States but is a defendant in an action orproceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the reliefsought 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 curethe 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 periodafter 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 Ihave 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 availableunder each such chapter. I further certify that I delivered to the debtor the noticerequired by 11 U.S.C. 342(b).

XSignature 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):

SignaturesSignature(s) of Debtor(s) (Individual/Joint)

I declare under penalty of perjury that the information provided in thispetition is true and correct.[If petitioner is an individual whose debts are primarily consumer debts andhas chosen to file under chapter 7] I am aware that I may proceed underchapter 7, 11, 12, or 13 of title 11, United States Code, understand the reliefavailable under each such chapter, and choose to proceed under chapter 7.[If no attorney represents me and no bankruptcy petition preparer signs thepetition] 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.

XSignature of Debtor

XSignature of Joint Debtor

Telephone Number (If not represented by attorney)

Date

Signature of Attorney*

XSignature 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 acertification that the attorney has no knowledge after an inquiry that theinformation in the schedules is incorrect.

Signature of Debtor (Corporation/Partnership)

I declare under penalty of perjury that the information provided in thispetition is true and correct, and that I have been authorized to file this petitionon behalf of the debtor.

The debtor requests relief in accordance with the chapter of title 11, UnitedStates Code, specified in this petition.

XSignature 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 petitionis true and correct, that I am the foreign representative of a debtor in a foreignproceeding, 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 chapterof title 11 specified in this petition. A certified copy of the order grantingrecognition of the foreign main proceeding is attached.

XSignature 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 petitionpreparer as defined in 11 U.S.C. 110; (2) I prepared this document forcompensation and have provided the debtor with a copy of this documentand 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 promulgatedpursuant to 11 U.S.C. 110(h) setting a maximum fee for serviceschargeable by bankruptcy petition preparers, I have given the debtor noticeof the maximum amount before preparing any document for filing for adebtor 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 notan individual, state the Social Security number of the officer,principal, responsible person or partner of the bankruptcy petitionpreparer.)(Required by 11 U.S.C. 110.)

Address

X

Date

Signature of bankruptcy petition preparer or officer, principal, responsibleperson,or partner whose Social Security number is provided above.

Names and Social-Security numbers of all other individuals who prepared orassisted in preparing this document unless the bankruptcy petition preparer isnot an individual:

If more than one person prepared this document, attach additional sheetsconforming to the appropriate official form for each person.

A bankruptcy petition preparers failure to comply with the provisions oftitle 11 and the Federal Rules of Bankruptcy Procedure may result infines 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 2200San Francisco, CA 94111

Email: [email protected]

October 20, 2014

Harry R. Kraatz

/s/ Harry R. Kraatz

Authorized Agent

October 20, 2014


InreMetropolitanCoffeeandConcessionCompany,LLCAttachmenttoVoluntaryPetitionRegardingCorporateAuthority

CorporateauthorityhasbeenobtainedforcommencementofMetropolitanCoffeeandConcessionCompanys(theDebtor)Chapter11case. TheDebtorsFirstAmendedandRestatedOperatingAgreement(theOperatingAgreement),datedSeptember11,2007,providesfortwoclassesofmembershipinterests:CommonandPreferred(Section1.16).TheCommonmembershavebeentheonlyvotingmemberssincetheDebtorsinception.Preferredmembersreceiveapreferentialreturnasprovidedforintheoperatingagreement,asamended. OnOctober3,2014,atelephonicmeetingoftheMembersofAegisHoldingCompany,LLC(Aegis)wasconducted.Aegisretains88.26%oftheCommonInterestsintheDebtor,and44.75%ofallinterests(CommonandPreferred,together)intheDebtor.TheminutesfromthattelephonicmeetingareattachedheretoasExhibitAtothisAttachment. Assetforthintheminutesofthemeeting,theMembersofAegisresolved,amongotherthings,tovoteitscommonmembershipinterestintheDebtorforthecommencementoftheDebtorsChapter11case. Section7.10oftheDebtorsOperatingAgreementprovidesthattheDebtorsLLCMembersmaytakeanyactionwhichotherwisewouldrequireameeting,ifMembershavingnotlessthantheminimumnumberofVotesthatwouldbenecessarytoauthorizeortakethatactionatameetingatwhichallMembersentitledtoVotethereonwerepresentandvoted.Amongthoseactionswhichrequiresmajoritymembershipapprovalisthefilingofapetitioninbankruptcyortheenteringintoofanarrangementamongcreditors. NotwithstandingthatMetropolitanmayhavesimplyvotedits88.26%commoninterestinfavorofcommencementoftheChapter11case,andtoavoidanyambiguityastothecorporateauthoritytocommencethiscase,HarryR.Kraatz,theprospectiveResponsiblePersonhereinandanauthorizedagentoftheDebtor,sentallLLCmembers(CommonandPreferred,together)thecorrespondenceattachedheretoasExhibitB.Init,Mr.Kraatzhasrequestedsupportfrom50%ofallLLCmembers,withAegis44.75%affirmativevote(i.e.,anadditionalaffirmativevoteof5.25%). TheDebtorobtainedtherequisitevotes,andthereforetherequisitecorporateauthorityfromMembers,tocommencethisChapter11case.AttachedheretoasExhibitCareaffirmativevotesfromMembers,inanaggregateamountinexcessof50%ofallmembershipinterestsintheDebtor.AccordingtotherecordsoftheDebtor,theattachedaffirmativeballotsrepresentat51.23%ofallmembershipinterests.


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)

Joel Sjostrom (Representative of the Joel and Sherlyn Sjostrom Revocable Trust)

Jacob 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)

Jason 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. James Felix Esq. His contact information is: Mr. James 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 Joel Sjostrom in favor (b) Representative Jacob 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 (a) Representative Joel Sjostrom in favor (b) Representative Jacob Cooper in favor (c) Member 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 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:


(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 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:


(2) Protest - Susan Horsfall asserting improper procedure, and requested a judicial opinion, and was advised by Mr. Rougeau that she was free to pursue her legal remedies.

(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 (a) Representative Joel Sjostrom in favor (b) Representative Jacob Cooper in favor


EXHIBIT B


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u, as the LLCg; to commers voting eq

mbers, has altains a 44%

The reasonsnion, and b

bed above) bolitan will nng, through 11 case. At

on to pay pan BART sta

Emeryville,

to the MetrJuly 15, 201tations. Met based upowith BART

anys relatioeets recentln doing buse past few din a positionncing and p

ntial assistabilizing, for ation of the o the compa headquarte all of this htans situat

nancial chald MetropoliBankruptcy wing a meetnce a Chapset forth in

hrough consnies operatiC membersence Metropquity to votlready appr

% equity int

for the combased upon but discussinot be in a p either debt present, thast due renttions, and i

CA94608

ropolitans o14 that BARetropolitann its sales s

T have temponship withly communsiness with days have hn to maintaproposing a

ance from J the time be companiesanies needsers, at only has preventtion remainllenges faceitan comme Court for thting of its m

pter 11 case. Section 7.5sent of meming agreemes, vote for copolitans cate in favor oroved the coterest in Me

mmenceme not only thions with itposition to st or equity, he companyt to BART, is therefore

obvious upRT intendedn had neithesince Octobporarily helph BART as tnicated to Ae

the companhelped matain the Peeta strategic p

Joel Sjostroeing, the BAs real propes) and obta $1,500 pered Aegis anns problemed by the coence Chaptehe Norther

members on Metropoli

5 of the commbers in lieent). Metroommencem

ase, the comof the commommencemetropolitan.

nt of Metrohe analysis ts creditors,sustain ope that it canny is not in a is not in a p

e not in a po

pside downd to revokeer paid baseber 2011. Wped stabiliztenuous is a

Aegis and Mnies formetters, and wts license, iplan for the

om, in additART and Peerty lease inained monthr month andnd Metropoatic, and gi

ompanies, wer 11 reorga

rn District on October 3itan require

mpanys opeeu of a meetopolitan is

ment of a Chmpany requmencement ment of Met.

opolitans c of the comp, vendors, B

erations witnot obtain o position toposition to osition to n

OFFICE:4FAX:415.

n financial e its permit e rent since

While we belze the situatan understaetropolitan

er managemwe believe th

if I am succe companies

tion to negoeets situation Berkeley (h-to-monthd no deposi

olitan from iven the sigwe have recoanization prof Californi3, 2014, hases- througherating agreting (pursu respectfullyhapter 11 caires at least of a case. Atropolitans

ase are strapanys finaBART and Pthout obtainoutside the o service its build any regotiate an

415.391.249391.1575

situation, A to operate e October 2lieve that tion, to atement. Wn that it wasment; some hat the cessful in s.

otiating ons, we (which wash arrangemit , in shutting donificant ommendedroceedings a, without already

h either an Leement) or ant to Sectiy requestinase in lieu ot 50% of thAegis, throu

s case, and i

aightforwarncial situatPeets, ning additi context of

s debt, is noremaining ny renewal t

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ncement of n a positionil permit un

he companyd its millionng stores. F

ng, the condment of the manageme

The architecn current po the extentbove, does

on of the pete construct a reorgani

ture operatin the reorgarce of recov

e past severaheir interest

n order to c. While Aeolitans ChaMetropolita

Emeryville,

upon which ire in Septe

party interzation is. Tready on th

as things st from Metrond shut the

or the time anys goal is the Aegis/M

n to reorgannless past dy cannot mans of dollarsFinancing isditions of the company tent of the co

cture of the ayments tot of the curnot approxrmit with Btion of storezation planions (perhaanized comvery for creal years. Uts in the reo

commence tegis will be apter 11 casean requires

CA94608

the companember 2017

rested in MeThat is an exhe brink of c

tand now, isopolitan, orem down. T being, terms to obtain Metropolitanize. As BAdue rent is pake its past s of debt in ys critical; w

he financingto myself anompany an

larger plao vendors anrent value o

ximate the cBART, so thes in the rem

n whereby thaps through

mpany. The ditors, as wnfortunatelorganized c

the Chapteraffirmativee (thereby m an addition

nys future 7).

etropolitan xtremely dicollapse wh

s, through ar otherwiseThe automa

mination of short term an bankrup

ART has mapaid. The c due tax payyears. The

while I have g was that tnd Jacob Cd filing for

an is as follnd employeof the collatcost associahat longer temaining BAhe existing

h contingen company w

we trace thely, under ba

company un

r 11 case, Mely voting itmaking comnal vote of n

literally de

n has inquirifficult inqu

hen I was fir

a bankruptce take steps atic stay in the BART p financing,

ptcy cases, sade perfectlycompany is yments. Thre is no mo been succethe companCooper, with reorganiza

lows: finanees; pay secteral securi

ated with therm financiART station creditors w

nt promissowill also expe dispositionankruptcy lnless credit

Metropolitans 44% equi

mmencemeno less than

OFFICE:4FAX:415.

epends (the

ed of us whuiry, given trst retained

cy, to stay a to foreclos bankruptcypermit and following tso that the cy clear, it w not in a pohe companyoney to builessful in obtny turn overh a view to ration.

nce past duecured crediing their lie

he collateraling (includins) may be ewill receive ry notes) or

plore, of coun of the comlaw, existintors are paid

n requires iity stake in ent of a Chan six percen

415.391.249391.1575

present pe

hat the largethat the d just a few

any efforts be upon the y will also

d the Peets the company w

will terminaosition to pay has not ld out taining somr financial replacing

e rents and itors on theens (which, l); negotiateing financinemplaced; something r permittedurse, litigatmpanys funng equity cad in full.

its member favor of apter 11 casent of the eq

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eau@diam

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e. You may olitans banhy, LLP, at h

Thank you fo

Emeryville,

ase, withouix percent h

this correspn support ortan receiveson of the LLting agreemnsel, Greg 17, 2014.

mondmcca

u have quest9, concerni also reach

nkruptcy couhis direct li

for your tim

CA94608

ut conductinhas already

pondence, cr against cos the requisLC member

ment. Pleasgory A. Ro Mr. Roug

arthy.com,

tions; pleasing this mat me by emaunsel, Mr. Rine, (415) 6

me and cons

ng a formal communic

colored bluommencemite six percrs without tse return

ougeau, viageaus em, and his f

se direct antter; I will e

ail, harry@mRougeau, a92-5202.

ideration.

S MC H H

l meeting (wcated appro

ue, is a balloment of Metrcent votes, ithe meeting the ballota email or

mail addrefacsimile n

ny inquiriesendeavor tomc2sf.com.a partner in

Sincerely, METROPOCONCESSI Harry R. K Harry R. Kr

OFFICE:4FAX:415.

we have beeoval of a Cha

ot for Metroropolitans t will imme

g, pursuantt to Metror facsimile

ess is number is

s to the como return cal Finally, yo the law firm

OLITAN COION COMP

Kraatz

raatz

415.391.249391.1575

en informedapter 11).

opolitans L Chapter 11 ediately sen to Section

opolitans e, before

s (415) 26

mpanys maills as soon aou may contm of Diamo

OFFEE ANDPANY, LLC

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D


EXHIBIT C


1Rougeau, Gregory A.

From: dswcm Sent: Tuesday, October 14, 2014 12:54 AMTo: 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: [email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected] 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.

The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and 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


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