Rules For Sale Of Bob's

Case 09-33211-hdh11

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ENTERED

TAWANA C. MARSHALL, CLERK THE DATE OF ENTRY IS ON THE COURT'S DOCKET

The following constitutes the ruling of the court and has the force and effect therein described.

Signed October 6, 2009

United States Bankruptcy Judge

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: SILVEROAK HOLDINGS LTD. a/k/a BOB’S STEAK AND CHOP HOUSE RESTAURANT, DEBTOR.

§ § § CASE NO. 09-33211-HDH § CHAPTER 11 § § §

ORDER APPROVING SALE PROCEDURES Came on for consideration the Debtor’s “Motion for Order Pursuant to 11 U.S.C. §§ 105, 363, and 365 and Bankruptcy Rules 2002, 6004, 6006, and 9014 Approving: (A) Sale of Substantially All Assets of Debtors and Related Sale Procedures; (B) Assumption and Assignment of Executory Contracts and unexpired Leases, and (C) Granting Related Relief” (the “Motion”). Upon consideration of the Motion, the Court finds that the procedures set forth in the Motion, as modified herein, are reasonable for the sale of the Debtor’s tangible assets and the

ORDER APPROVING SALE PROCEDURES

Case 09-33211-hdh11

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assumption and assignment of certain real property leases and other executory contracts. The Court therefore finds that the relief sought in the Motion should be, and hereby is, GRANTED. It is, therefore, ORDERED that the auction shall be held on November 4, 2009 at 10:00 a.m. at the Law Office of Robert Milbank, Jr., 900 Jackson Street, Suite 560, Dallas, Texas 75202; and it is further ORDERED that a hearing on the approval of the sale and related matters shall be held by this Court at 1:30 p.m. on November 10, 2009 (the “Sale Hearing”); and it is further ORDERED that the BSCH Management Company, LLC, or its designee (“BSCH”) shall be considered the initial bidder at the auction and is deemed to be a qualified bidder and is not required to submit anything further in order to participate in the auction; and it is further ORDERED that the terms included in the Term Sheet attached to the Motion (in the increased gross purchase price of $165,000 in cash and assumption of up to $50,000 in administrative liabilities offered by BSCH), are approved as an initial bid; it is further ORDERED that if BSCH is not the successful bidder at the auction, BSCH is entitled to the allowance and payment of a break-up fee pursuant to Section 503(b)(1) of the Bankruptcy Code equal to 5% of the cash bid by the winning bidder at the auction, plus 5% of the administrative expense liabilities assumed by the winning bidder, to be capped at $30,000.00; and it is further ORDERED that BSCH has provided a form of Asset Purchase Agreement (“APA”) to the Trustee, which form the Trustee may provide to interested parties, although it is not required that other interested parties use the identical form of APA; and it is further

ORDER APPROVING SALE PROCEDURES

Case 09-33211-hdh11

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ORDERED that the initial overbid at the auction shall be no less than $20,000.00 more than the $215,000.00 in aggregate consideration offered by BSCH in the initial bid approved herein; and it is further ORDERED that in order to participate in the auction, a bidder must submit to the Trustee, by no later than close of business on Monday, November 2, 2009 (i) a bid in the form of an Asset Purchase Agreement, preferably similar in form to that provided by BSCH, including consideration equal to or in excess of the minimum initial overbid amount, (ii) documents proving the party’s financial ability to consummate the sale, (iii) designation of those leases and executory contracts the bidder intends to have assumed and assigned to it, and (iv) a representation that the bid is not conditioned upon any additional due diligence or financing approvals; and it is further ORDERED that the Trustee, in consultation with Frost National Bank., N.A.(“Frost”), shall determine which bidders, in addition to BSCH, are qualified to participate in the auction; and it is further ORDERED that the Trustee, in consultation with Frost, shall select what he believes to be the highest and best bid (the “Winning Bid”) at the auction, which the Trustee will present to the Court at the Sale Hearing along with the relevant APA and other supporting documents; and it is further ORDERED that if no qualified overbids are received at the auction, the initial bid by BSCH, as approved herein, shall be deemed to be the Winning Bid, which the Trustee will present to the Court for approval at the Sale Hearing; and it is further ORDERED that any objections to these procedures are overruled, other than the

ORDER APPROVING SALE PROCEDURES

Case 09-33211-hdh11

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objections of Frost to the sale and the terms thereof, which are reserved until the Sale Hearing; and it id further ORDERED that nothing in this order shall prejudice the right of any party to object at the Sale Hearing to the initial bid presented by BSCH. # # # END OF ORDER # # # Submitted by: Doug Skierski Texas Bar No. 24008046 [email protected] Erin K. Lovall Texas Bar No. 24032553 [email protected] FRANKLIN SKIERSKI LOVALL HAYWARD LLP 10501 N. Central Expy, Ste. 106 Dallas, Texas 75231 Tel: (972) 755-7100 Fax: (972) 755-7110 ATTORNEYS FOR ROBERT MILBANK, JR. CHAPTER 11 TRUSTEE

ORDER APPROVING SALE PROCEDURES