ALAMO DRAFTHOUSE CINEMAS Case No

Home , Alamo Drafthouse Cinema, Hylan Plaza, The Ritz (rock club), Youfit

Case 21-10474-MFW Doc 289 Filed 04/15/21 Page 1 of 9

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

ALAMO DRAFTHOUSE CINEMAS Case No. 21-10474 (MFW) HOLDINGS, LLC, et al., (Jointly Administered) Debtors.1

Objection Deadline: April 29, 2021 at 4:00 p.m. (ET) Hearing Date: May 3, 2021 at 11:30 a.m. (ET)

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ORDER, PURSUANT TO 11 U.S.C. §§ 327, 328, AND 1103, FED. R. BANKR. P. 2014, AND LOCAL RULE 2014-1, AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF PACHULSKI STANG ZIEHL & JONES LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, EFFECTIVE AS OF MARCH 16, 2021

The Official Committee of Unsecured Creditors (the “Committee”) of the above- captioned debtors and debtors in possession (the “Debtors”) hereby submits its application (the

“Application”) for the entry of an order authorizing and approving the employment of Pachulski

Stang Ziehl & Jones LLP (“PSZ&J” or the “Firm”) as counsel to the Committee in connection with the Debtors’ jointly administered chapter 11 cases (the “Cases”), effective as of March 16,

2021, pursuant to sections 327, 328(a), and 1103(a) of title 11 of the United States Code (the

“Bankruptcy Code”), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Alamo Drafthouse Cinemas Holdings, LLC (2205); Alamo Drafthouse Cinemas, LLC (5717); Alamo Vineland, LLC (1626); Alamo League Investments GP, LLC (1811); Alamo League Investments, Ltd. (7227); Alamo South Lamar GP, LLC (3632); Alamo South Lamar, LP (4563); Alamo Drafthouse Raleigh, LLC (5979); Alamo DH Anderson Lane, LLC (3642); Alamo Yonkers, LLC (4971); Alamo Mission, LLC (2284); Alamo Ritz, LLC (9465); Alamo Mueller, LLC (1221); Mondo Tees, LLC (6900); Alamo City Foundry, LLC (6092); Alamo Mainstreet, LLC (2052); Alamo City Point, LLC (3691); Alamo Liberty, LLC (5755); Alamo Satown, LLC (6197); Alamo Marketplace, LLC (7041); Alamo Stone Oak, LLC (8398); Alamo Westlakes, LLC (4931); Alamo Park North, LLC (1252); Alamo North SA, LLC (6623); Alamo Avenue B, LLC (8950); Alamo Slaughter Lane GP, LLC (6968); Alamo Slaughter Lane, Ltd. (5341); Alamo Cinema Group I GP, LLC (9537); Alamo Cinema Group I, LP (9656); Alamo Westminster, LLC (8906); Alamo Staten Island, LLC (7781); Alamo Aspen Grove, LLC (7786); Alamo Lakeline, LLC (5294); Alamo Sloans, LLC (9343). The location of the Debtors’ service address is: 3908 Avenue B, Austin, Texas 78751.

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Rules”), and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United

States Bankruptcy Court for the District of Delaware (the “Local Rules”). In support of the relief

sought in the Application, the Committee submits: (i) the Declaration of Bradford J. Sandler, a

partner of the Firm (the “Sandler Declaration”), attached hereto as Exhibit A and incorporated

herein by reference, and (ii) the declaration of the Committee chair attached hereto as Exhibit B

and incorporated herein by reference. In further support of the Application, the Committee

respectfully states as follows:

Jurisdiction and Venue

1. This Court has jurisdiction over this Application pursuant to 28 U.S.C.

§§ 157 and 1334 and the Amended Standing Order of Reference from the United States District

Court for the District of Delaware, dated as of February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Pursuant to Local Rule 9013-1(f), the

Committee consents to the entry of a final judgment or order with respect to the Application if it

is determined that the Court, absent consent of the parties, cannot enter final orders or judgments

consistent with Article III of the United States Constitution.

2. Venue of this proceeding and this Application is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory bases for the relief requested herein are sections 327, 328, and 1103 of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule 2014-1.

Background

4. On March 3, 2021 (the “Petition Date”), the Debtors commenced cases

under chapter 11 of title 11 of the Bankruptcy Code. The Debtors are operating their businesses

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and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of

the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in

the Cases.

5. On March 15, 2021, the United States Trustee for Region 3 (the “U.S.

Trustee”) appointed the Committee to represent the interests of all unsecured creditors in these

Cases pursuant to section 1102 of the Bankruptcy Code. The members appointed to the

Committee are: (i) Summit Glory Property, LLC; (ii) Albee Development LLC; (iii) Sloans

Lake-FCA, LLC; (iv) MEP Mainstreet Operations, LLC; (v) Sony Electronics Inc.; (vi) Vista

Entertainment Solutions (USA) Inc.; and (vii) Iced Tea with Lemon LLC. On March 17, 2021,

Vista Entertainment Solutions (USA) Inc. resigned from the Committee.

6. On March 16, 2021, the Committee voted to retain PSZ&J as its counsel,

subject to Court approval.

7. The Firm has approximately 75 attorneys with a practice concentrated on

corporate reorganizations, bankruptcy, litigation, and commercial matters. The Firm’s attorneys

have extensive experience representing creditors’ committees, debtors, creditors, trustees and

others in a wide variety of bankruptcy cases. Attorneys of the Firm have extensive experience

representing creditors’ committees in complex chapter 11 cases in this District and others,

including YouFit Health Clubs, LLC, Craftworks, Boy Scouts of America, Earth Fare, uBiome,

Inc., Perkins & Marie Callender’s, Promise Healthcare Group, Open Road Films, The Weinstein

Company, The Bon-Ton Stores, Woodbridge Group of Companies, Haggen Holdings, LLC,

Sports Authority Holdings, Inc., SFX Entertainment, Inc., Signal International, Inc., Flying J,

Jevic Transportation, NEC Holdings Corp., Namco, LLC, LCI Holding Company, Inc., Back

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Yard Burgers, Inc., Contract Research Solutions, Inc., Coach Am Group Holdings Corp., SSI

Group Holding Corp., CB Holding Corp. (Charlie Brown’s), and Palm Harbor Homes, among others, among others. Based on these facts, the Committee believes that the Firm is well- qualified to render the services as described below.

Relief Requested

8. By this Application, the Committee respectfully requests that the Court enter an order, substantially in the form annexed hereto as Exhibit C, pursuant to sections 327,

328(a), and 1103(a) of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule 2014-1, authorizing the Committee to employ and retain the Firm as its counsel in these Cases. The

Committee seeks to retain the Firm, effective as of March 16, 2021, because the Firm began providing services to the Committee as of such date. The Committee believes that retroactive approval of its retention is appropriate in these Cases because the Committee required effective representation prior to such time as a retention application could be submitted to the Court due to the exigencies of these Cases, and the Firm has been providing services to the Committee since

March 16, 2021.

Services to be Rendered

9. Subject to further order of this Court, the Firm is expected to render, among other services, the following services to the Committee:

a. Assisting, advising, and representing the Committee in its consultations with the Debtors regarding the administration of these Cases;

b. Assisting, advising, and representing the Committee with respect to the Debtors’ retention of professionals and advisors with respect to the Debtors’ business and these Cases;

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c. Assisting, advising, and representing the Committee in analyzing the Debtors’ assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements, and cash collateral stipulations or proceedings;

d. Assisting, advising, and representing the Committee in any manner relevant to reviewing and determining the Debtors’ rights and obligations under leases and other executory contracts;

e. Assisting, advising, and representing the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the Debtors’ operations, and the desirability of the continuance of any portion of those operations, and any other matters relevant to the Cases or to the formulation of a plan;

f. Assisting, advising, and representing the Committee in connection with any sale of the Debtors’ assets;

g. Assisting, advising, and representing the Committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization;

h. Assisting, advising, and representing the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee;

i. Assisting, advising, and representing the Committee in the evaluation of claims and on any litigation matters, including avoidance actions; and

j. Providing such other services to the Committee as may be necessary in these Cases.

10. PSZ&J will coordinate closely with Dundon Advisers LLC (“Dundon”), the Committee’s proposed financial advisor, to minimize the duplication of the services provided to the Committee by each professional and meet the scope of the services for which each firm is retained to provide.

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No Adverse Interest and Disclosure of Connections

11. The Committee believes that PSZ&J does not hold or represent any interest that is adverse to the Committee and the Debtors’ estates and does not hold or represent

any interest adverse to and has no connection with the Committee, the Debtors, their creditors or

any party in interest herein in the matters upon which PSZ&J is to be retained, except as set forth

in the Sandler Declaration.

12. Neither PSZ&J nor any of its attorneys has any connection with any party

in interest or their attorneys or accountants, in these Cases.

13. Except as provided in the Sandler Declaration, to the best of the

Committee’s knowledge, neither PSZ&J, nor any of its attorneys, holds or represents any interest

adverse to the Committee or the Debtors’ estates in the matters on which they are to be retained,

subject to PSZ&J’s ongoing conflicts review. The Committee submits that its proposed

employment of PSZ&J is in the best interests of the Committee and its members.

14. To the best of the Committee’s knowledge, and except as disclosed in the

Sandler Declaration, PSZ&J has had no other prior connection with the Debtors, their creditors

or any other party in interest. Upon information and belief, PSZ&J does not hold or represent

any interest adverse to the Debtors’ estates, the Committee, or the creditors the Committee

represents in the matters upon which it has been and is to be engaged.

15. PSZ&J represents many committees in other bankruptcy cases, the

members of which (together with other creditors of these Cases) may be creditors of the Debtors.

However, PSZ&J will not represent any members of those committees with respect to any claims

that they may have collectively or individually against the Debtors.

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16. Similarly, PSZ&J may represent, or may have represented, debtors, creditors’ committees, or trustees in cases or proceedings against creditors of the Debtors that are unrelated to these Cases.

Professional Compensation

17. Subject to Court approval in accordance with section 330(a) of the

Bankruptcy Code and any applicable orders of this Court, compensation will be payable to

PSZ&J on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by PSZ&J. The current standard hourly rates for professionals and paralegals presently designated to represent the Committee are:

(a) Partners/Counsel $695.00 to $1,695.00 per hour

(b) Associates $695.00 to $750.00 per hour

18. The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions. Other attorneys and paralegals may from time to time serve the Committee in connection with the matters described herein.

19. The hourly rates set forth above are PSZ&J’s standard hourly rates for work of this nature. These rates are set at a level designed to fairly compensate PSZ&J for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is

PSZ&J’s policy to charge its clients in all areas of practice for all other out-of-pocket expenses incurred in connection with the client’s case. The expenses charged to clients include, Court filing fees, telephone and telecopier toll and other charges, mail and express mail charges, special or hand delivery charges, document retrieval, photocopying and scanning charges,

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charges for mailing supplies (including, without limitation, envelopes and labels) provided by

PSZ&J to outside copying services for use in mass mailings, travel expenses, expenses for working meals, computerized research, transcription costs, as well as non-ordinary overhead expenses such as secretarial and other overtime. PSZ&J will charge the Committee for these expenses in a manner and at rates consistent with charges made generally to PSZ&J’s other clients and within the guidelines set forth in Local Bankruptcy Rule 2014-1, and all amendments and supplemental standing orders of the Court. PSZ&J believes that it is more appropriate to charge these expenses to the clients incurring them than to increase the hourly rates and spread the expenses among all clients.

Notice

20. Notice of this Application has been given to the following parties: (a) the

U.S. Trustee for the District of Delaware; (b) counsel for the Debtors; (c) counsel to the Debtors’ prepetition lenders; and (d) all parties requesting notice in these cases pursuant to Bankruptcy

Rule 2002. The Committee submits that, in light of the nature of the relief requested, no other or further notice need be given.

No Prior Request

21. No previous application for the relief requested herein has been made to this or any other court. [Remainder of page intentionally left blank]

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

ALAMO DRAFTHOUSE CINEMAS Case No. 21-10474 (MFW) HOLDINGS, LLC, et al., (Jointly Administered) Debtors.1

Objection Deadline: April 29, 2021 at 4:00 p.m. (ET) Hearing Date: May 3, 2021 at 11:30 a.m. (ET)

NOTICE OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ORDER, PURSUANT TO 11 U.S.C. §§ 327, 328, AND 1103, FED. R. BANKR. P. 2014, AND LOCAL RULE 2014-1, AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF PACHULSKI STANG ZIEHL & JONES LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, EFFECTIVE AS OF MARCH 16, 2021

PLEASE TAKE NOTICE that on April 15, 2021, the official committee of unsecured creditors (the “Committee”), appointed in the above-captioned cases, filed the attached Application of the Official Committee of Unsecured Creditors for Order, Pursuant to 11

U.S.C. §§ 327, 328, and 1103, Fed. R. Bankr. P. 2014, and Local Rule 2014-1, Authorizing and

Approving the Employment and Retention of Pachulski Stang Ziehl & Jones LLP as Counsel to the Official Committee of Unsecured Creditors, Effective as of March 16, 2021 (the

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“Application”) with the United States Bankruptcy Court for the District of Delaware, 824 Market

Street, 3rd Floor, Wilmington, Delaware 19801 (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that any response or objection to the

Application must be filed with the Bankruptcy Court on or before April 29, 2021 at 4:00 p.m.

prevailing Eastern Time.

PLEASE TAKE FURTHER NOTICE that at the same time, you must also

serve a copy of the response or objection upon: (i) the Office of the United States Trustee for the

District of Delaware: United States Trustee, J. Caleb Boggs Federal Building, 844 North King

Street, Suite 2207, Lockbox #35, Wilmington, DE 19801 (Attn: Timothy J. Fox, Jr., Esq.

([email protected]); and (ii) proposed counsel to the Committee: (a) Pachulski Stang Ziehl

& Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, DE 19899-

8705 (Courier 19801) (Attn: Bradford J. Sandler, Esq. ([email protected]) and Steven W.

Golden, Esq. ([email protected])) and (b) Pachulski Stang Ziehl & Jones LLP, 780 Third

Avenue, 34th Floor, New York, NY 10017-2024 (Attn: Robert J. Feinstein

([email protected]) and Cia H. Mackle ([email protected])).

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

APPROVAL OF THE APPLICATION WILL BE HELD ON MAY 3, 2021 AT 11:30 A.M.

PREVAILING EASTERN TIME BEFORE THE HONORABLE MARY F. WALRATH,

UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED STATES BANKRUPTCY

COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR,

COURTROOM NO. 4, WILMINGTON, DELAWARE 19801.

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Dated: April 15, 2021 PACHULSKI STANG ZIEHL & JONES LLP

/s/ Bradford J. Sandler Bradford J. Sandler (DE Bar No. 4142) Steven W. Golden (NY Bar No. 5374152) 919 North Market Street, 17th Floor Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: [email protected] [email protected] - and - Robert J. Feinstein (NY Bar No. 1767805) Cia H. Mackle (FL Bar No. 0026471) 780 Third Avenue, 34th Floor New York, NY 10017-2024 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 Email: [email protected] [email protected]

Proposed Counsel to the Official Committee of

Unsecured Creditors

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EXHIBIT A

Declaration of Bradford J. Sandler

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

ALAMO DRAFTHOUSE CINEMAS Case No. 21-10474 (MFW) HOLDINGS, LLC, et al., (Jointly Administered) Debtors.1

DECLARATION OF BRADFORD J. SANDLER IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ORDER, PURSUANT TO 11 U.S.C. §§ 327, 328, AND 1103, FED. R. BANKR. P. 2014, AND LOCAL RULE 2014-1, AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF PACHULSKI STANG ZIEHL & JONES LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, EFFECTIVE AS OF MARCH 16, 2021

I, BRADFORD J. SANDLER, declare under penalty of perjury as follows:

1. I am a partner in the firm of Pachulski Stang Ziehl & Jones LLP

(“PSZ&J” or the “Firm”), located at 919 North Market Street, 17th Floor, Wilmington, Delaware

19801, and have been duly admitted to practice law in the state of Delaware and the United

States District Court for the District of Delaware, among other jurisdictions. I am authorized to submit this declaration (the “Declaration”) in support of the Application of the Official

Committee of Unsecured Creditors for Order, Pursuant to 11 U.S.C §§ 327, 328, and 1103, Fed.

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R. Bankr. P. 2014, and Local Rule 2014-1, Authorizing and Approving the Employment and

Retention of Pachulski Stang Ziehl & Jones LLP as Counsel to the Official Committee of

Unsecured Creditors, Effective as of March 16, 2021 (the “Application”).2

2. Neither I, the Firm, nor any partner, of counsel, or associate thereof, insofar as I have been able to ascertain, has any connection with the Debtors, their creditors or any other parties in interest herein, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the Office of the U.S. Trustee, except as set forth herein.

Disclosure of Connections

3. Section 1103(b) of the Bankruptcy Code does not incorporate the general

“disinterestedness” standard of section 327(a) of the Bankruptcy Code. However, Bankruptcy

Rule 2014 requires that an application for employment under section 1103 disclose all connections with the Debtors, their estates, the professionals and the U.S. Trustee. The Firm, therefore, discloses its known connections herein.

4. The Firm is in the process of making an investigation of disinterestedness as part of its retention as counsel to the Committee. The Firm is undertaking a full and thorough review of its computer database, which contains the names of clients and other parties interested in particular matters. The Firm requires all of its professionals, before accepting the representation of a new client, or the representation of an existing client in a new matter, to perform a conflicts check through the Firm’s database and to enter conflict information regarding new clients or new matters into that database. Thus, a review of said computerized database should reveal any and all actual or potential conflicts of interest with respect to any given

2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application. 2

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representation. In particular, an employee of the Firm, under my supervision, is in the process of entering the names of the parties set forth on Schedule 1 attached hereto in the Firm’s database with respect to the Firm’s conflict check in these Cases.

5. Further, PSZ&J represented, represents, and in the future will likely represent many committees in matters unrelated to the Debtors and these Cases, whose members may be creditors and/or committee members in these Cases. The Firm, however, is not representing any of those entities in these Cases and will not represent any members of these committees in any claims that they may have collectively or individually against the Debtors.

6. To date, it appears that PSZ&J does not hold or represent any interest adverse to and has no connection, subject to the disclosures set forth below and herein, with the

Debtors herein, their creditors, the U.S. Trustee for the District of Delaware, or any party in interest herein in the matters upon which PSZ&J is to be retained:

a. The Debtors identified Workday, Inc. (“Workday”) as a creditor of the Debtors. The Firm represents Workday in matters wholly unrelated to the Debtors and these cases. The Firm does not represent Workday in these cases and can be adverse to Workday in these cases to the extent necessary.

7. PSZ&J is continuing to conduct an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new material facts, connections, or relationships are discovered or arise, PSZ&J will supplement its disclosure to the

Court.

8. PSZ&J and certain of its partners, of counsel, and associates represented, represent and in the future will likely represent creditors of the Debtors in connection with matters unrelated to the Debtors and these Cases. At this time, the Firm is not aware of any such

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representations except as noted herein. If the Firm identifies any further such representations, the Firm shall make further disclosures as may be appropriate at that time.

9. The Firm has represented, represents, and in the future will likely represent debtors and creditors committees in cases unrelated to the Debtors and these Cases wherein one or more of the firms representing the Debtors or other parties-in-interest serve as or will serve as professionals.

10. PSZ&J is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code in that the Firm, its partners, of counsel and associates:

(a) are not creditors, equity security holders or insiders of the Debtors;

(b) are not and were not, within two (2) years before the Petition Date, a director, officer, or employee of the Debtors; and

(c) do not have an interest materially adverse to the interests of the Debtors’ estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason, except as disclosed herein.

Compensation

11. The Firm has not received a retainer from the Debtors or the Committee, nor has the Firm received any payment or promise of payment, during the one-year period prior to the Petition Date on this engagement. No compensation has been paid or promised to be paid from a source other than the Debtors’ estates in these Cases on this engagement. No promises have been received by the Firm nor by any partners, of counsel or associates thereof as to compensation in connection with these Cases other than in accordance with the provisions of the

Bankruptcy Code. The Firm has no agreement with any other entity to share with such entity any compensation received by the Firm in connection with these Cases, except among the

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partners, of counsel, and associates of the Firm. Neither the Committee nor its members (or any of their representatives) are or will be liable for fees or costs incurred by the Firm in its representation of the Committee.

12. Subject to Court approval in accordance with section 330(a) of the

Bankruptcy Code and any applicable orders of this Court, compensation will be payable to

(a) Partners/Counsel $695.00 to $1,695.00 per hour

(b) Associates $695.00 to $750.00 per hour

13. The hourly rates set forth above are the Firm’s standard hourly rates for work of this nature, which are subject to adjustment from time to time. These rates are set at a level designed to fairly compensate the Firm for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. These rates are subject to periodic adjustments to reflect economic and other conditions. Other attorneys and paralegals may from time to time serve the Committee in connection with the matters described herein, and the Firm will charge its standard hourly rates for their services. It is the Firm’s policy to charge its clients in all areas of practice for all other out-of-pocket expenses incurred in connection with the client’s case. The expenses charged to clients include, Court filing fees, telephone and telecopier toll and other charges, mail and express mail charges, special or hand delivery charges, document retrieval, photocopying and scanning charges, charges for mailing supplies (including, without limitation,

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envelopes and labels) provided by the Firm to outside copying services for use in mass mailings, travel expenses, expenses for working meals, computerized research, transcription costs, as well as non-ordinary overhead expenses such as secretarial and other overtime. The Firm will charge the Committee for these expenses in a manner and at rates consistent with charges made generally to the Firm’s other clients and in accordance with the guidelines set forth in Local

Bankruptcy Rule 2014-1, and all amendments and supplemental standing orders of the Court.

The Firm believes that it is more appropriate to charge these expenses to the clients incurring them than to increase the hourly rates and spread the expenses among all clients.

14. Subject to Court approval, the Committee is seeking to retain Dundon as its financial advisor. PSZ&J intends to work closely with Dundon to ensure that there is no unnecessary duplication of services performed or charged to the Debtors’ estates.

U.S. Trustee Guidelines

15. PSZ&J provides the responses listed below as a courtesy to comply with the Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of

Expenses Filed Under United States Code by Attorneys in Larger Chapter 11 Cases (the “2013

UST Guidelines”).3 Pursuant to Part D1 of the 2013 UST Guidelines, PSZ&J is seeking employment as counsel for the Committee under sections 327, 328, and 1103 of the Bankruptcy

Code and it hereby provides the following responses set forth below:

Questions Required by Part Further Answer: D1 of 2013 UST Guidelines: Explanation: Did you agree to any No. N/A variations from, or alternatives to, your standard or customary

3 See 78 Fed. Reg. 36248 (June 17, 2013).

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Questions Required by Part Further Answer: D1 of 2013 UST Guidelines: Explanation: billing arrangements for this engagement? Do any of the professionals No. N/A included in this engagement vary their rate based on the geographic location of the bankruptcy case? If you represented the client in PSZ&J did not represent the None. the 12 months prepetition, client in the 12 month period disclose your billing rates and prepetition. The billing rates material financial terms for the for PSZ&J are disclosed in the prepetition engagement, Application and are subject to including any adjustments periodic adjustment in during the 12 months accordance with the Firm’s prepetition. If your billing practice. rates and material financial terms have changed postpetition, explain the difference and reasons for the difference. Has your client approved your No. PSZ&J anticipates respective budget and staffing filing a budget at the plan, and, if so, for what time it files its budget period? interim fee applications. In accordance with the 2013 UST Guidelines, the budget may be amended as necessary to reflect changed circumstances or unanticipated developments.

16. PSZ&J intends to make a reasonable effort to comply with the U.S.

Trustee’s requests for information and additional disclosures as set forth in the 2013 UST

Guidelines, both in connection with this Application and the interim and final fee applications to be filed by PSZ&J in these Cases. As to these Cases and any other case in which PSZ&J may be

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involved, PSZ&J reserves all rights regarding the scope, application, and enforceability of the

2013 UST Guidelines.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct.

Dated: April 15, 2021 /s/ Bradford J. Sandler Bradford J. Sandler

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Schedule 1

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ALAMO DRAFTHOUSE CINEMAS HOLDINGS, LLC List of Potential Parties in Interest Debtors Alamo Drafthouse South Lamar Alamo Drafthouse The Ritz Alamo Drafthouse Cinemas Holdings, LLC Alamo Drafthouse Village Alamo Drafthouse Cinemas, LLC Alamo La Cantera, LLC Alamo Vineland, LLC Fantastic Fest, LLC Alamo League Investments GP, LLC House of Wax Alamo League Investments, Ltd. Alamo South Lamar GP, LLC Debtors’ Board of Managers Alamo South Lamar, LP Alamo Drafthouse Raleigh, LLC Timothy League Alamo DH Anderson Lane, LLC David Kennedy Alamo Yonkers, LLC Kevin Mason Alamo Mission, LLC Randall Eason Alamo Ritz, LLC K.C. Moylan Alamo Mueller, LLC Michael Foreman Mondo Tees, LLC Alamo City Foundry, LLC Stockholders Greater than 5% Alamo Mainstreet, LLC Alamo City Point, LLC Catalina Brothers, Ltd. Alamo Liberty, LLC Major Kong Industries, Ltd. Alamo Satown, LLC ACP Alamo Holdings, Inc. Alamo Marketplace, LLC Alamo Stone Oak, LLC Debtors’ Professionals Alamo Westlakes, LLC Alamo Park North, LLC Young Conaway Stargatt & Taylor, LLP Alamo North SA, LLC Houlihan Lokey Capital, Inc. Alamo Avenue B, LLC Portage Point Partners Alamo Slaughter Lane GP, LLC Epiq Corporate Restructuring, LLC Alamo Slaughter Lane, Ltd. Alamo Cinema Group I GP, LLC Banks/Lenders/UCC Lien Alamo Cinema Group I, LP Parties/Administrative Agents Alamo Westminster, LLC Alamo Staten Island, LLC Texas Capital Bank, N.A. Alamo Aspen Grove, LLC CF ALMO UB LLC Alamo Lakeline, LLC CF ALMO UST LLC Alamo Sloans, LLC ACP Alamo Finance, Inc. Thunderbird Brothers LLC Former Names and Trade Names League Holdings, LLC Fortress Credit Corp. Alamo Anderson Lane Global Finance Group, Inc. Alamo Downtown, Inc. Sony Electronics Inc. Alamo Drafthouse Cinema US Foods Inc. Alamo Drafthouse Lakeline SMBC Leasing and Finance, Inc. Alamo Drafthouse Mission, LLC US. Small Business Administration Alamo Drafthouse Mueller Altamont Capital Management LLC Alamo Drafthouse New Mission Bank of America, N.A. Alamo Drafthouse Slaughter Lane

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Lenders’ Professionals Franchisees

Ropes & Gray, LLP BACH Holdings Proskauer Rose LLP Cojeaux Grant Thornton LLP Entertainment Management Nerangis Management Top 30 Creditors Paschich Holdings Springboard Ventures 30 West Pershing, LLC - EPR Properties Triple Tap Ventures A to Z Media, Inc. Two Is One, One is None ACADIAREALTY Albee Development LLC Material Vendors and Contract Camatic Seating, Inc. Counterparties CF Austin Retail, LLC City and County of Denver Treasury Division Amplifier DDR DB Stone Oak LP AT&T Ellerson Development Corporation BENEKEITH FHF I Lamar Union LLC CawoodsProduce Gerrity Retail Management LLC Cigna Hobby Properties - Kerbby LLC Cintas IronEdge Group CITY OF AUSTIN MEP Mainstreet Operations LLC DHLeCommerce Moroch Partners, Inc. Ecolab Mueller Aldrich Street, LLC EffectiveSpend NEON FedEx New Braunfels Marketplace LP FOCUS FEATURES Sloans Lake-FCA, LLC GLAZERS Sony Electronics Inc HighFood Stafford-Smith, Inc. IPFS Corporation Summit Glory Property LLC NEON SVAP II Park North, LLC Oscar Cortez UE Yonkers II LLC - Landlord Protection1 US Foods Travelers Vista Entertainment Solutions USA Inc. TWINLIQUORS WEA-WSM United Artists Westlakes 410 Investments LLC USFOODS Whitestone REIT WEA-WSM Workday Inc. Landlords Benefit Providers Acadia American Express Alamo Avenue B, LLC Elan Financial Aquila Commercial Cigna Catellus HSA Bank Cordish Igoe Craddock Properties, L.L.C. Securian Financial Group Day Cable Co. DDR DB Stone Oak LP EPR FCA FoPa Partners, LLC 27804420.1

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Fosun Energy Management Systems Hylan Plaza Evergy Kerrby, LLC FHF I Lamar Union LLC MEP Mainstreet Operations, LLC GTT Communications Inc NREA-TRC 700 LLC Hosted Services New Braunfels Marketplace, L.P. KC Water Services Department O’Connor Metropolitan Paper Recyclin Robert E. Higgs and Kay J. Higgs Family Trust Mueller Aldrich Street LLC Sterling Organization National Grid Urban Edge New Braunfels Utilities Vineland Pointe Owner LLC Nuso, LLC Whitestone REIT Pacific Gas & Electric Company Westlakes 410 Plymouth Rock Energy, LLC Wiggins Republic Services Williams, Ltd. San Antonio Water System San Francisco Water, Power and Sewer Insurers/Broker/PFA Spire Texas Gas Service Charter Oak Fire Insurance Company Time Warner Cable Columbia Casualty UE Yonkers II LLC Fireman’s Fund Insurance Company Xcel Energy Independent Specialty Insurance XO Communication IPFS Corporation Lloyd’s of London Taxing Authorities National Casualty Company Marsh & McClennan Agency Albert Uresti Phoenix Insurance Arapahoe County Treasurer Travelers Casualty and Surety Company Bexar County Tax Office Travelers Indemnity Company of America California Dept of Tax & Fee Administration Travelers Lloyds Insurance Company California Franchise Tax Board Wesco Insurance Company City and County of Denver Zurich American Insurance Company City and County of Denver Treasury Division City of Littleton Utilities City of Raleigh Police Department City Of Raleigh- Revenue Service American Water & Energy Savers City of Yonkers Centerpoint Energy Inc. Colorado Department of Revenue CenturyLink Commissioner of Taxation and Finance (NY) City of Austin Comptroller of Maryland City of Raleigh Water Comal County Tax OfficeDelaware State City of Westminster Treasury Comcast Department of Building and Housing (NY) Comcast Bussiness Department of Public Health (CA) Consolidated Edison Company of New York Department of Revenue Washington State Inc. Florida Department of Revenue Constellation New Energy, Inc. Franchise Tax Board (CA) CPS Energy Georgia Department of Revenue DDR DB Stone Oak LP (landlord) Indiana Department of Revenue Denver Water Internal Revenue Service Dominion Energy North Carolina Jackson County Collector Duke Energy Jefferson County Treasurer 27804420.1

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KCMO City Treasurer OSHA - New York Buffalo Area Office Michigan Department of Treasury OSHA - New York Long Island Area Office Minnesota Department of Revenue OSHA - New York Manhattan Area Office Missouri Department of Revenue OSHA - New York Queens District Office My Tax Illinois OSHA - New York Syracuse Area Office North Carolina ABC Commission OSHA - New York Tarrytown Area Office North Carolina Department of Revenue OSHA - North Carolina Raleigh Area Office NY State Dept of Taxation & Finance OSHA - Ohio Cincinnati Area Office Ohio Department of Taxation OSHA - Ohio Cleveland Area Office Pennsylvania Department of Revenue OSHA - Ohio Columbus Area Office Rhode Island Department of Revenue OSHA - Ohio Toledo Area Office RMA Toll Processing OSHA - Rhode Island Providence Area Office San Francisco Police Department OSHA - South Dakota Sioux Falls Area Office San Francisco Tax Collector OSHA - Tennessee Nashville Area Office South Dakota Department of Revenue OSHA - Texas Austin Area Office State of Florida Department of Revenue OSHA - Texas Corpus Christi Area Office State of New Jersey Department of Treasury OSHA - Texas Dallas Area Office State of Rhode Island Business Taxes OSHA - Texas El Paso Area Office Tennessee Department of Labor OSHA - Texas Fort Worth Area Office Tennessee Department of Revenue OSHA - Texas Houston North Area Office Texas Comptroller of Public Accounts OSHA - Texas Houston South Area Office Travis County Tax Office OSHA - Texas Lubbock Area Office Travis County Tax-Assessor/Collector OSHA - Texas San Antonio Area Office United States Treasury Rhode Island Department Of Health Virginia Tax Rhode Island Dept Of Labor & Training Wake County Administration Rhode Island Secretary Of State Williamson County Tax Assessor-Collector Secretary Of State Securities & Exchange Commission Litigation Parties South Dakota Department Of Health South Dakota Dept Of Labor & Regulation Byron Smith South Dakota Secretary Of State FHF I Lamar Union, LLC Tennessee Department Of Health Flamur Kallashi Tennessee Dept Of Labor & Workforce Gano Kallashi Development Henry Jacobson Tennessee Secretary Of State Jawaher Hozimah Texas Comptroller Of Public Accounts Kristina King Texas Department Of Labor Michelle Cordial Texas Dept Of State Health Services Omroy Clarke Texas Secretary Of State Shaeeda Facey U.S. Department Of Labor Vianna Prieto U.S. Small Business Administration Westchester County Health Department Regulatory and Government Parties United States Bankruptcy Judges in the Austin-Travis County Health District of Delaware Kansas City MO Health Department New York City Department of Health and John T. Dorsey Mental Hygiene Karen B. Owens OSHA - Missouri Kansas City Area Office Brendan L. Shannon OSHA - Missouri St Louis Area Office Laurie Selber Silverstein OSHA - New York Albany Area Office 27804420.1

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Christopher S. Sontchi Mary F. Walrath

Office of the United States Trustee

Andrew Vara Benjamin Hackman Christine Green David Buchbinder David Villagrana Denis Cooke Diane Giordano Dion Wynn Edith A. Serrano Hannah M. McCollum Holly Dice James R. O’Malley Jane Leamy Jeffrey Heck Joseph McMahon Juliet Sarkessian Karen Starr Lauren Attix Linda Casey Linda Richenderfer Michael Panacio Michael West Nyanquoi Jones Ramona Vinson Richard L. Schepacarter Rosa Sierra Shakima L. Dortch T. Patrick Tinker Timothy J. Fox, Jr.

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EXHIBIT B

Declaration of Committee Chair

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

ALAMO DRAFTHOUSE CINEMAS Case No. 21-10474 (MFW) HOLDINGS, LLC, et al., (Jointly Administered) Debtors.1

DECLARATION OF COMMITTEE CHAIR IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ORDER, PURSUANT TO 11 U.S.C. §§ 328, AND 1103, FED. R. BANKR. P. 2014, AND LOCAL RULE 2014-1, AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF PACHULSKI STANG ZIEHL & JONES LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, EFFECTIVE AS OF MARCH 16, 2021

Al Lindemann, as an authorized representative of the Committee, declares under penalty of perjury as follows:

1. I, Al Lindemann, of Sloans Lake-FCA, LLC, was elected Chair of the

Official Committee of Unsecured Creditors (the “Committee”) appointed in the bankruptcy cases

(the “Cases”) of the above-captioned debtors (collectively the “Debtors”). I am an authorized representative of the Committee and am authorized to submit this declaration (the “Declaration”) in support of the Application of the Official Committee of Unsecured Creditors for Order,

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Pursuant to 11 U.S.C §§ 327, 328, and 1103, Fed. R. Bankr. P. 2014, and Local Rule 2014-1,

Authorizing and Approving the Employment and Retention of Pachulski Stang Ziehl & Jones

LLP as Counsel to the Official Committee of Unsecured Creditors Effective as of March 16,

2021 (the “Application”) on behalf of the Committee.2

The Committee’s Selection of PSZ&J as Counsel

2. Pachulski Stang Ziehl & Jones LLP (“PSZ&J” or the “Firm”) is proposed to serve as counsel to the Committee. The Committee recognizes that a review process is necessary in managing counsel to ensure that bankruptcy professionals are subject to the same scrutiny and accountability as professionals in non-bankruptcy engagements. The review process utilized by the Committee here assessed potential committee counsel based on their expertise in the relevant legal issues and in similar proceedings.

3. On March 15, 2021, the United States Trustee for Region 3 (the “U.S.

Trustee”) appointed the Committee to represent the interests of all unsecured creditors in these

Cases pursuant to section 1102 of the Bankruptcy Code. The members appointed to the

Committee are: (i) Summit Glory Property, LLC; (ii) Albee Development LLC; (iii) Sloans

Lake-FCA, LLC; (iv) MEP Mainstreet Operations, LLC; (v) Sony Electronics Inc.; (vi) Vista

Entertainment Solutions (USA) Inc.; and (vii) Iced Tea with Lemon LLC. On March 17, 2021,

Vista Entertainment Solutions (USA) Inc. resigned from the Committee.

4. On March 16, 2021, the Committee voted to retain PSZ&J as its counsel, subject to Court approval.

2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application. 2

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5. The Committee believes that PSZ&J’s extensive experience in corporate reorganizations, both out-of-court and under chapter 11 of the Bankruptcy Code, makes it well qualified to represent the Committee in these Cases in an efficient and timely manner. Thus, the

Committee decided to retain PSZ&J as the Committee’s counsel during these chapter 11 cases.

Rate Structure

6. In my capacity as Chair and authorized representative of the Committee, I am responsible, along with the other committee members, for supervising counsel. PSZ&J has informed the Committee that its rates are consistent between bankruptcy representations, including related transactional and litigation services. PSZ&J has informed the Committee that its current hourly rates apply to non-bankruptcy services, if any, provided by the Firm, unless a contingent fee, mixed contingent fee, flat fee, or blended rate arrangement is agreed upon. The

Firm does not maintain separate departments devoted to other legal practices different from the bankruptcy and insolvency areas. The Firm therefore does not have different billing rates and terms for non-bankruptcy engagements that can be compared to the billing rates and terms for the Committee’s engagement of PSZ&J.

Cost Supervision

7. The Committee will approve any prospective budget and staffing plan that may be filed by PSZ&J prior to it being filed, recognizing that, in the course of a large chapter 11 case like these Cases, it is possible that there may be a number of unforeseen fees and expenses that will need to be addressed by the Committee and PSZ&J. The members of the

Committee further recognize that it is their responsibility to closely monitor the billing practices of their counsel to ensure the fees and expenses paid by the estates remain consistent with the

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EXHIBIT C

Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

ALAMO DRAFTHOUSE CINEMAS Case No. 21-10474 (MFW) HOLDINGS, LLC, et al., (Jointly Administered) Debtors.1 Re: Docket No. _____

ORDER AUTHORIZING AND APPROVING THE RETENTION OF PACHULSKI STANG ZIEHL & JONES LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, EFFECTIVE AS OF MARCH 16, 2021

Upon the Application of the Official Committee of Unsecured Creditors for

Order, Pursuant to 11 U.S.C. §§ 327, 328, and 1103, Fed. R. Bankr. P. 2014, and Local Rule

2014-1, Authorizing and Approving the Employment and Retention of Pachulski Stang Ziehl &

Jones LLP as Counsel to the Official Committee of Unsecured Creditors Effective as of March

16, 2021 (the “Application”);2 and upon the Declaration of Bradford J. Sandler and the

Declaration of the Committee Chair filed in support of the Application; and the Court having jurisdiction to consider the Application and the relief requested therein pursuant to 28 U.S.C.

§§ 157 and 1334; and this matter being a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and

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venue being proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that the relief requested in the Application is in the best interests of the Debtors’ estates, their creditors and other parties-in-interest; and the Committee having provided adequate and appropriate notice of the Application under the circumstances; and after due deliberation and good and sufficient cause appearing therefor; and it appearing to the Court that the Application should be approved,

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED as set forth herein.

2. The Committee is hereby authorized to retain and employ PSZ&J as counsel to the Committee pursuant to sections 327, 328(a), and 1103(a) of the Bankruptcy Code,

Bankruptcy Rule 2014, and Local Rule 2014-1, effective as of March 16, 2021.

3. PSZ&J shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Cases in compliance with the applicable provisions of the Bankruptcy Code, including section 330 of the Bankruptcy Code, the Bankruptcy Rules, and any applicable procedures and orders of this Court.

4. PSZ&J is authorized to render professional services to the Committee as described in the Application.

5. The Committee and PSZ&J are authorized and empowered to take all actions necessary to implement the relief granted in this Order.

6. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

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7. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

ALAMO DRAFTHOUSE CINEMAS Case No. 21-10474 (MFW) HOLDINGS, LLC, et al., (Jointly Administered) Debtors.1

CERTIFICATE OF SERVICE

I, Bradford J. Sandler, hereby certify that on the 15th day of April, 2021, I caused a copy of the following document(s) to be served on the individual(s) on the attached service list(s) in the manner indicated:

Notice of Application of the Official Committee of Unsecured Creditors for Order, Pursuant to 11 U.S.C. §§ 327, 328, and 1103, Fed. R. Bankr. P. 2014, and Local Rule 2014-1, Authorizing and Approving the Employment and Retention of Pachulski Stang Ziehl & Jones LLP as Counsel to the Official Committee of Unsecured Creditors, Effective as of March 16, 2021

Application of the Official Committee of Unsecured Creditors for Order, Pursuant to 11 U.S.C. §§ 327, 328, and 1103, Fed. R. Bankr. P. 2014, and Local Rule 2014-1, Authorizing and Approving the Employment and Retention of Pachulski Stang Ziehl & Jones LLP as Counsel to the Official Committee of Unsecured Creditors, Effective as of March 16, 2021

/s/ Bradford J. Sandler Bradford J. Sandler (DE Bar No. 4142)

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Alamo 2002 Service List Expedited (FCM) FIRST CLASS MAIL Case No. 21-10474 (MFW) DDR DB Stone Oak LP Document No. 233539 Dept 410312-21052-38058 026 – FIRST CLASS MAIL P.O. Box 392365 111 – ELECTRONIC MAIL Cleveland, OH 44193

FIRST CLASS MAIL ([Proposed] Counsel to the Official Gerrity Retail Management LLC Committee of Unsecured Creditors) P.O. Box 845758 Bradford J. Sandler, Esquire Los Angeles, CA 90084-5758 Steven W. Golden, Esquire PACHULSKI STANG ZIEHL & JONES FIRST CLASS MAIL LLP Hobby Properties - Kerbby LLC 919 N. Market Street, 17th Floor c/o Hobby Properties Wilmington, DE 19801 P.O. Box 18506 Email: [email protected]; Raleigh, NC 27619 [email protected] FIRST CLASS MAIL ([Proposed] Counsel to the Official Sony Electronics Inc Committee of Unsecured Creditors) P.O. Box 100172 Robert J. Feinstein, Esquire Pasadena, CA 91189-0172 Cia H. Mackle, Esquire PACHULSKI STANG ZIEHL & JONES FIRST CLASS MAIL LLP Svap II Park North, LLC 780 Third Avenue, 34th Floor c/o Sterling Retail Services New York, NY 10017 P.O. Box 209372 Email: [email protected]; Austin, TX 78720-9372 [email protected] FIRST CLASS MAIL FIRST CLASS MAIL UE Yonkers II LLC FHF I Lamar Union LLC P.O. Box 826477 P.O. Box 206984 Philadelphia, PA 19182-6477 Dallas, TX 75320 FIRST CLASS MAIL FIRST CLASS MAIL Westlakes 410 Investments LLC CF Austin Retail, LLC Attn: Property Management The Village P.O. Box 27648 P.O. Box 840459 Austin, TX 78755 Dallas, TX 75284-0459 FIRST CLASS MAIL FIRST CLASS MAIL Whitestone Reit City & County of Denver Treasury Division Departments 234 Attn: Brendan Hanlon P.O. Box 4869 P.O. Box 17420 Houston, TX 77210 Denver, CO 80217-0420

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FIRST CLASS MAIL FIRST CLASS MAIL Workday Inc. DDR DB Stone Oak Lp P.O. Box 396106 1999 Bryan St, Ste 900 San Francisco, CA 94139-6106 Dallas, TX 75201

FIRST CLASS MAIL FIRST CLASS MAIL Internal Revenue Service Mep Mainstreet Operations LLC Centralized Insolvency Operation 221 Bolivar St P.O. Box 7346 Jefferson City, MO 65101 Philadelphia, PA 19101-7346 FIRST CLASS MAIL FIRST CLASS MAIL Mueller Aldrich Street, LLC Department of the Treasury c/o Weitzman Group 1500 Pennsylvania Avenue, N.W. 4200 N Lamar Blvd 200 Washington, DC 20220 Austin, TX 78756

FIRST CLASS MAIL FIRST CLASS MAIL FHF I Lamar Union LLC U.S. Small Business Administration c/o Corporation Service Company Office of Disaster Assistance 251 Little Falls Dr Attn: James E Rivera, Assoc Admin Wilmington, DE 19808 409 3d Street, S.W. Suite 6050 Washington, DC 20416 FIRST CLASS MAIL Sloans Lake-FCA, LLC FIRST CLASS MAIL c/o The Corporation Trust Company US Foods Inc. 1209 Orange St Dept 597 Wilmington, DE 19801 Denver, CO 80271

FIRST CLASS MAIL FIRST CLASS MAIL 30 West Pershing LLC US Foods Inc. c/o EPR Properties 9399 W Higgins Rd, Ste 100 Attn: General Counsel Rosemont, IL 60018 909 Walnut St, Ste 200 Kansas City, MO 64106 FIRST CLASS MAIL Vista Entertainment Solutions USA Inc FIRST CLASS MAIL 335 N Maple Dr, Ste 150 Albee Development LLC Beverly Hills, CA 90210 28 Liberty St. New York, NY 10005 ELECTRONIC MAIL Delaware Division of Revenue FIRST CLASS MAIL Attn: Zillah Frampton CF Austin Retail, LLC 820 N. French Street 1999 Bryan St, Ste 900 Wilmington, DE 19801 Dallas, TX 75201 Email: [email protected]

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ELECTRONIC MAIL ELECTRONIC MAIL District of Delaware Securities & Exchange Comm-NY Office U.S. Attorneys Office Attn: Bankruptcy Department Hercules Building 200 Vesey Street, Suite 400 1313 N Market Street New York, NY 10281 Wilmington, DE 19801 Email: [email protected]; Email: [email protected] [email protected]; [email protected] ELECTRONIC MAIL Office of The United States Attorney ELECTRONIC MAIL District Of Delaware Securities & Exchange Comm-Phila. Office Attn: David C. Weiss C/O Ellen Slights Attn: Bankruptcy Department 1313 N. Market Street One Penn Center Wilmington, DE 19801 1617 JFK Boulevard, Suite 520 Email: Philadelphia, PA 19103 [email protected]; Email: [email protected]; [email protected] [email protected]

ELECTRONIC MAIL ELECTRONIC MAIL Timothy J. Fox, Jr. Securities & Exchange Commission Office of the United States Trustee 100 F Street, Ne 844 King Street, Suite 2207 Washington, DC 20549 Lockbox 35 Email: [email protected] Wilmington, DE 19801 Email: [email protected]; ELECTRONIC MAIL [email protected] U.S. Department of Justice Attn: Bankruptcy Dept ELECTRONIC MAIL 950 Pennsylvania Avenue, Nw Delaware State Treasury Washington, DC 20530-0001 820 Silver Lake Blvd., Suite 100 Email: [email protected] Dover, DE 19904 Email: [email protected] ELECTRONIC MAIL (Counsel to UE Yonkers II LLC & Albee ELECTRONIC MAIL Development LLC And The Gerrity Group) Secretary of State Ballard Spahr LLP Division of Corporations Attn: Leslie C Heilman, Esq. Franchise Tax Laurel D Roglen, Esq. P.O. Box 898 919 N Market Street, 11th Floor Dover, DE 19903 Wilmington, DE 19801-3034 Email: [email protected]; Email: [email protected]; [email protected] [email protected]

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ELECTRONIC MAIL (Counsel to US Foods, Inc.) ELECTRONIC MAIL Cozen O'Connor (Counsel to Hylan Plaza 1339, LLC) Attn: Thomas M. Horan, Esq. Monzack Mersky And Browder, P.A. 1201 N Market Street Attn: Rachel B. Mersky, Esq. Suite 1001 1201 N Orange Street, Suite 400 Wilmington, DE 19801 Wilmington, DE 19801 Email: [email protected] Email: [email protected]

ELECTRONIC MAIL ELECTRONIC MAIL (Counsel to Vista Entertainment Solutions (Counsel to Universal Film Exchanges, (Usa) Inc. And Its Affiliates) LLC) Dla Piper LLP (Us) Reed Smith LLP Attn: Stuart M. Brown Attn: Jason D. Angelo, Esq. 1201 North Market Street, Suite 2100 1201 North Market Street, Suite 1500 Wilmington, DE 19801 Wilmington, DE 19801 Email: [email protected] Email: [email protected]

ELECTRONIC MAIL ELECTRONIC MAIL (Counsel to Fortress Credit Corp.) (Counsel to Mueller Aldrich Street, LLC) Landis Rath & Cobbs LLP Saul Ewing Arnstein & Lehr LLP Attn: Adam G Landis, M. Mcguire & N. Attn: Mark Minuti Jenner 1201 North Market Street, Suite 2300 919 Market Street, Suite 1800 P.O. Box 1266 Wilmington, DE 19801 Wilmington, DE 19899 Email: [email protected]; Email: [email protected] [email protected]; [email protected] ELECTRONIC MAIL (Counsel to NEON Rated, LLC) ELECTRONIC MAIL Venable LLP (Counsel to New Braunfels Marketplace, Attn: Laura S. Bouyea, Esq. L.P.) 1201 N Market Street, Suite 1400 Law Office Of Susan E. Kaufman , LLC Wilmington, DE 19801 Attn: Susan E. Kaufman Email: [email protected] 919 N Market Street, Suite 460 Wilmington, DE 19801 ELECTRONIC MAIL Email: [email protected] (Counsel to Travis County) Delia Garza ELECTRONIC MAIL Assistant Travis County Attorney (Counsel to 30 West Pershing, LLC) Attn: Jason A. Starks McCarter & English, LLP P.O. Box 1748 Attn: Kate R Buck, Shannon D Humiston Austin, TX 78767 405 N King Street, 8th Floor Email: Wilmington, DE 19801 [email protected] Email: [email protected]; [email protected]

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ELECTRONIC MAIL ELECTRONIC MAIL (Counsel to Albee Development LLC And (Counsel to Bexar County) The Gerrity Group) Linebarger Goggan Blair & Sampson, LLP Ballard Spahr LLP Attn: Don Stecker, Esq. Attn: Dustin P Branch 112 E. Pecan Street, Suite 2200 2029 Century Park East, Suite 1400 San Antonio, TX 78205 Los Angeles, CA 90067 Email: Email: [email protected] [email protected]

ELECTRONIC MAIL ELECTRONIC MAIL (Counsel to MEP Mainstreet Operations, (Counsel to County of Comal, Texas and LLC) County of Williamson, Texas “Taxing Cole Schotz P.C. Authorities”) Attn: Irving E. Walker McCreary, Veselka, Bragg & Allen, P.C. 300 E Lombard Street, Suite 1450 Attn: Tara LeDay, Esq. Baltimore, Md 21202 P.O. Box 1269 Email: [email protected] Round Rock, TX 78680 Email: [email protected] ELECTRONIC MAIL (Counsel to Vista Entertainment Solutions ELECTRONIC MAIL (Usa) Inc. And Its Affiliates) (Counsel to The State Of Texas) DLA Piper LLP (Us) Office Of The Attorney General Of Texas Attn: Jamila Justine Willis Bankruptcy & Collections Division Gregory M. Juell Attn: Jason B. Binford & Layla D. Milligan 1251 Avenue Of The Americas Assistant Attorneys General New York, NY 10020 P.O. Box 12548-Mc 008 Email: [email protected]; Austin, TX 787112548 [email protected] Email: [email protected]; [email protected] ELECTRONIC MAIL (Counsel to Irving ISD Dallas County) ELECTRONIC MAIL Linebarger Goggan Blair & Sampson, LLP (Counsel to Dallas County Utility and Attn: Elizabeth Weller Reclamation District) 2777 N Stemmons Freeway Perdue, Brandon, Fielder, Collins & Mott, Suite 1000 L.L.P. Dallas, TX 75207 Attn: Eboney Cobb, Esq. Email: 500 E Border Street, Suite 640 [email protected] Arlington, TX 76010 Email: [email protected]

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ELECTRONIC MAIL ELECTRONIC MAIL (Counsel to Kerbby, LLC) (Counsel to NEON Rated, LLC) Poyner Spruill LLP Venable LLP Attn: Matthew P. Weiner, Esq. Attn: Rishi Kapoor, Esq. 301 Fayetteville Street, Suite 1900 1270 Avenue Of The Americas, 24th Floor Raleigh, NC 27601 New York, NY 10020 Email: [email protected] Email: [email protected]

ELECTRONIC MAIL ELECTRONIC MAIL (Counsel to Fortress Credit Corp.) (Counsel to Mueller Aldrich Street, LLC) Proskauer Rose LLP Waller Lansden Dortch & Davis, LLP Attn: Charles A. Dale Attn: Eric Taube One International Place 100 Congress Avenue, Suite 1800 Boston, MA 02110 Austin, TX 78701 Email: [email protected] Email: [email protected]

ELECTRONIC MAIL ELECTRONIC MAIL (Counsel to Fortress Credit Corp.) (Counsel to Walt Disney Studios Motion Proskauer Rose LLP Pictures) Attn: Brooke H. Blackwell Wilmer Cutler Pickering Hale And Dorr 70 West Madison, Suite 3800 LLP Chicago, IL 60602 Attn: Andrew N. Goldman, Esq. Email: [email protected] Benjamin W. Loveland, Esq. 7 World Trade Center ELECTRONIC MAIL 250 Greenwich Street (Counsel to Universal Film Exchanges, New York, NY 10007 LLC) Email: Reed Smith LLP [email protected]; Attn: Marsha A Houston & Christopher O [email protected] Rivas 355 South Grand Avenue, Suite 2900 ELECTRONIC MAIL Los Angeles, CA 900711514 (Counsel to Westlakes 410 Investments, Email: [email protected]; LLC) [email protected] Sullivan Hazeltine Allinson LLC Attn: William A Hazeltine ELECTRONIC MAIL 919 North Market Street, Suite 420 (Counsel to 30 West Pershing, LLC) Wilmington, DE 19801 Stinson LLP Email: [email protected] Attn: Mark S Carder 1201 Walnut Street, Suite 2900 ELECTRONIC MAIL Kansas City, MO 64106 (Counsel to Kerbby, LLC) Email: [email protected] Gellert Scali Busenkell & Brown, LLC Attn: Michael Busenkell, Esq. 1201 North Orange Street, Suite 300 Wilmington, DE 19801 Email: [email protected]

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ELECTRONIC MAIL ELECTRONIC MAIL CF Austin Retail, LLC 30 West Pershing LLC Attn: Graham Moore Attn: Johnna David 100 Waugh Dr Epr Properties Suite 600 909 Walnut St, Ste 200 Houston, TX 77007-6340 Kansas City, MO 64106 Email: [email protected] Email: [email protected]; [email protected] ELECTRONIC MAIL City & County Of Denver Treasury Div ELECTRONIC MAIL Attn: Brendan Hanlon A To Z Media, Inc. Wellington Webb Bldg Attn: Lucas Jones 201 Colfax Ave, Dept 1009 243 W 30th St 6th Fl Denver, CO 80202 New York, NY 10001 Email: [email protected] Email: [email protected] [email protected] ELECTRONIC MAIL Ddr Db Stone Oak Lp ELECTRONIC MAIL Attn: Kevin Cohen Acadia Realty 330 Enterprise Pkwy Attn: Jason Blacksberg Cleveland, Oh 44122 411 Theodore Fremd Ave Email: [email protected] Suite 300 Rye, NY 10580 ELECTRONIC MAIL Email: [email protected]; Ellerson Development Corporation [email protected] Attn: Nicole Brown 1660 Huguenot Rd ELECTRONIC MAIL Midlothian, VA 23113 Albee Development LLC Email: [email protected] Attn: Christopher Conlon, Executive Vp 411 Theodore Fremd Ave, Ste 300 ELECTRONIC MAIL Rye, NY 10580 FHF I Lamar Union LLC Email: [email protected] Attn: Bryan Dabbs 211 E 7th St, Ste 620 ELECTRONIC MAIL Austin, TX 78701 Camatic Seating, Inc. Email: [email protected] Attn: Diana Frankowski 12801 N Stemmons Fwy ELECTRONIC MAIL Suite 903 Gerrity Retail Management LLC Farmers Branch, TX 75234 c/o Gerrity Group LLC Email: Attn: Rene Daniels [email protected] 973 Lomas Santa Fe Dr Solana Beach, CA 92075-2137 Email: [email protected]

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ELECTRONIC MAIL ELECTRONIC MAIL Hobby Properties - Kerbby LLC Mueller Aldrich Street, LLC Attn: John Holmes C/O Mueller Central 515 N Blount St Attn: Reily Gregson Raleigh, NC 27604 4550 Mueller Blvd Email: [email protected] Austin, TX 78723 Email: [email protected]; ELECTRONIC MAIL [email protected] Ironedge Group Attn: Ryan Lakin ELECTRONIC MAIL 3000 Wilcrest Dr, Ste 300 Neon Houston, TX 77042 Attn: Jessica Nickelsberg Email: [email protected] 1685 38th St, Ste 100 Boulder, CO 80301 ELECTRONIC MAIL Email: [email protected] Locke Lord LLP Attn: Jack E. Jacobsen ELECTRONIC MAIL 2200 Ross Avenue, Suite 2800 New Braunfels Marketplace Lp Dallas, TX 75201 Attn: Isabel Wiggins Email: [email protected] 177 W Mill St New Braunfels, TX 78130-5055 ELECTRONIC MAIL Email: [email protected] McGinnis Lochridge Attn: Ed McHorse ELECTRONIC MAIL 600 Congress Avenue, Suite 2100 (Counsel to ACP Alamo Finance, Inc.) Austin, TX 78701 Ropes & Gray LLP Email: [email protected] Attn: Gregg M. Galardi Cristine Pirro Schwarzman ELECTRONIC MAIL 1211 Avenue of The Americas MEP Mainstreet Operations LLC New York, NY 10036 Attn: Diane Wheeler And Nick BeNJamin Email: [email protected]; 601 E Pratt St 6th Fl [email protected] Baltimore, MD 21202 Email: [email protected] ELECTRONIC MAIL Sloans Lake-Fca, LLC ELECTRONIC MAIL c/o FCA Partners, LLC Moroch Partners, Inc. Attn: Win Kelly Attn: Matt Powell 300 South Tryon Street 3625 N Hall St Ste 1100 Charlotte, NC 28202 Dallas, TX 75219 Email: [email protected] Email: [email protected]

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ELECTRONIC MAIL ELECTRONIC MAIL Sony Electronics Inc Vista Entertainment Solutions Usa Inc Attn: Chris Appleton Attn: Graig Fisher 1 Sony Dr 6300 Wilshire Blvd Ste 940 Park Ridge, NJ 07656 Los Angeles, CA 90048 Email: [email protected] Email: [email protected]

ELECTRONIC MAIL ELECTRONIC MAIL Stafford-Smith Inc Wea-Wsm Attn: Amber Richards Attn: Rickey Olsen 3414 S Burdick St 32253 Collection Center Dr Kalamazoo, MI 49001 Chicago, IL 60693-0322 Email: [email protected] Email: [email protected]

ELECTRONIC MAIL ELECTRONIC MAIL Summit Glory Property LLC Westlakes 410 Investments LLC c/o Fosun Property Holdings C/O Service Group Attn: Tom Costanzo and Arsenia Carrasco Attn: Scott Booth 28 Liberty St 44th Fl 6907 Capital Of TX Hwy New York, NY 10005 Austin, TX 78731 Email: [email protected] Email: [email protected] [email protected]

ELECTRONIC MAIL ELECTRONIC MAIL Svap II Park North, LLC Whitestone Reit Attn: Yolanda Mason Attn: Matt Okmin 302 Datura St, Ste 100 2600 S Gessner Rd Ste 500 West Palm Beach, FL 33401-5481 Houston, TX 77063 Email: Email: [email protected]; [email protected] [email protected]

ELECTRONIC MAIL ELECTRONIC MAIL UE Yonkers II LLC Workday Inc. Attn: Scott Auster Attn: David Bauguess 28 Liberty St 3350 Peachtree Rd Ne, Ste 1000 New York, NY 10005 Atlanta, GA 30326 Email: [email protected] Email: [email protected]

ELECTRONIC MAIL US Foods Inc Attn: Beth Gonzalez 11955 E Peakview Ave Englewood, CO 80111-6830 Email: [email protected]

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ELECTRONIC MAIL ELECTRONIC MAIL (Counsel for A24 Films LLC) (Counsel to ACP Alamo Finance, Inc.) Stanley B. Tarr, Esq. Mark L. Desgrosseilliers Victoria A. Guilfoyle, Esq. Chipman Brown Cicero & Cole, LLP Blank Rome LLP Hercules Plaza 1201 Market Street, Suite 800 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Wilmington, DE 19801 Email: [email protected] Email: [email protected] [email protected] ELECTRONIC MAIL ELECTRONIC MAIL (Counsel for Stafford Smith, Inc.) (Counsel for ADC Franchisee Association, “J” Jackson Shrum, Esquire Inc. and Alamo Franchises) Jack Shrum, PA Shanti M. Katona, Esq. 919 N. Market Street, Suite 1410 Polsinelli PC Wilmington, DE 19801 222 Delaware Avenue, Suite 1101 Email: [email protected] Wilmington, DE 19801 Email: [email protected] ELECTRONIC MAIL (Counsel for Stafford Smith, Inc.) ELECTRONIC MAIL Ronald W. Ryan, Esq. (Counsel for ADC Franchisee Association, Lewis, Reed & Allen, P.C. Inc. and Alamo Franchises) 136 E. Michigan Avenue, Suite 800 Andrew J. Nazar, Esq. Kalamazoo, MI 49007 Polsinelli PC Email: [email protected] 900 West 48th Place, Suite 900 Kansas City, Missouri 64112 Email: [email protected] ELECTRONIC MAIL (Counsel to Oracle America, Inc.) ELECTRONIC MAIL Shawn M. Christianson, Esq. (Counsel to the Debtors) Buchalter, a Professional Corporation M. Blake Cleary 55 Second Street, 17th Floor Matthew B. Lunn San Francisco, CA 94105-3493 Kenneth J. Enos Email: [email protected] Betsy L. Feldman Jared W. Kochenash Young Conaway Stargatt & Taylor, LLP 1000 N. King Street Wilmington, DE 19801 Email: [email protected] [email protected] [email protected] [email protected] [email protected]

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