List of Us Bankruptcy Trustees

Document Sample
List of Us Bankruptcy Trustees Powered By Docstoc
					UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
-----------------------------------------------------X
In re                                                :     Chapter 11
                                                     :
FOOD MANAGEMENT GROUP, LLC,                          :     Case No. 04-22880 (ASH)
KMA I, INC.,                                         :     Case No. 04-22890 (ASH)
KMA II, INC.,                                        :     Case No. 04-22891 (ASH)
KMA III, INC.,                                       :     Case No. 04-22892 (ASH)
BRONX DONUT BAKERY, INC.,                            :     Case No. 04-20312 (ASH)
                                                     :
                                    Debtors.         :     (Jointly Administered)
-----------------------------------------------------X

                 ORDER (I) APPROVING BIDDING PROCEDURES,
         FORM OF ASSET PURCHASE AGREEMENT, FORM AND MANNER OF
       NOTICE, AND PROCEDURES IN CONNECTION WITH ASSUMPTION AND
       ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
                WITH RESPECT TO SALE OF THE DEBTORS’ ASSETS
                       AND (II) SETTING SALE HEARING

                Upon the motion (the “Motion”) of Janice B. Grubin, duly-appointed Chapter 11

Trustee of Food Management Group, LLC, KMA I, Inc., KMA II, Inc., KMA III, Inc., and

Bronx Donut Bakery, Inc. (the “Debtors”), pursuant to sections 105(a) 363, and 365 of the

Bankruptcy Code, seeking entry of (i) an order (the “Bidding Procedures Order”) approving

bidding procedures and form of asset purchase agreement for sale of substantially all of the

Debtors’ operating assets (the “Assets”), and (ii) an order (a “Sale Order”) authorizing sale

of assets free and clear of liens, claims, encumbrances, and interests, and assumption and

assignment of executory contracts and unexpired leases, and other related relief; and upon

the hearing on November 6, 2007; and it appearing that the bidding procedures annexed

hereto as Exhibit 1 (the “Bidding Procedures”) are reasonable and appropriate and are

designed to maximize the recovery for the Debtors’ Estates; and it appearing that the relief

requested in the Motion is in the best interests of the Debtors’ estates and creditors; and after

due deliberation and sufficient cause appearing therefore, it is hereby




                                                                                       Page 1 of 43
                 ORDERED, that the Motion, in so far as it seeks the entry of the Bidding

Procedures Order, is granted in part, as further described herein; and it is further

                 ORDERED, that all objections to the Motion with respect to the entry of the

Bidding Procedures Order, that have not been withdrawn, waived or settled are overruled on

the merits; and it is further

                 ORDERED, that the Bidding Procedures attached as Exhibit 1 are approved,

and the form of Asset Purchase Agreement attached as Exhibit 2 is approved for the purpose

described in the Bidding Procedures, provided however, that this approval shall not preclude

the Trustee from modifying the Bidding Procedures or the form of Asset Purchase

Agreement prior to the approval of the sale of assets, or from accepting an Asset Purchase

Agreement in a modified form; and it is further

                 ORDERED, that within three (3) business days of the entry of this Order the

Trustee shall serve a notice of approval of bidding procedures and of sale hearing, the form

of which is annexed to the Motion as Exhibit 3, and which form is hereby approved, via First

Class U.S. Mail upon (i) the Office of the United States Trustee, (ii) counsel for QuesTech

Financial, LLP, (iii) counsel for certain Gianopoulos Defendants, Attn: Robert J. Feinstein, Esq.,

(iv) Anastasios Gianopoulos, (v) Constantine Gianopoulos, (vi) Andrew J. Kress, Esq., (vii) Alan

E. Marder, Esq. (viii) all other persons and entities which have filed a notice of appearance in the

chapter 11 cases; (ix) the local, state and federal taxing authorities who have filed claims, (x) all

of the Debtors’ known creditors, and (xi) all parties to executory contracts or unexpired leases

which are to be assumed and assigned in conjunction with the sale of Assets 1 ; and it is further

                 ORDERED, that the notice to be given pursuant to the preceding paragraph is

deemed to constitute due, sufficient, and adequate notice to all parties in interest of the sale

1
        All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Bidding
Procedures attached as Exhibit 1 hereto.
                                                        2

                                                                                                       Page 2 of 43
of the Assets and that no further notice of the relief requested in the Motion shall be

required; and it is further

               ORDERED, that the deadline for submitting bids to become Qualified Bids is

November 21, 2007, at 2:00 p.m. (EST), which bids must be submitted to Janice B. Grubin,

Esq., at Drinker Biddle & Reath LLP, 140 Broadway, 39th Floor, New York, New York

10005-1116, with a copy to Keen Strategic Advisors LLC, 60 Cutter Mill Road, Suite 214,

Great Neck, New York 11021, Attn: Harold Bordwin and Craig Fox; and it is further

               ORDERED, that the Trustee, in her sole discretion, may extend the Bid

Deadline with respect to one or more Bidders; and it is further

               ORDERED, that if more than one Qualified Bid has been received by the

Trustee, the Trustee may conduct an Auction to commence on November 27, 2007, at 10:00

a.m. (EST), at the offices of Drinker Biddle & Reath LLP, 140 Broadway, 39th Floor, New

York, New York 10005, or such later time or other place as the Trustee shall so notify the

Qualified Bidders; and it is further

               ORDERED, that nothing in this Order shall expand the obligations of or

impair the rights of the Trustee or any Borek Entity (as that term is defined in the settlement

agreement entered into between the Trustee and, inter alia, 64 East 126th Realty LLC that

was approved by the Bankruptcy Court by Order entered August 23, 2007, the “64 East

Settlement Agreement”) pursuant to the 64 East Settlement Agreement, and, to the extent that

the terms of the 64 East Settlement Agreement are inconsistent with the terms of this Order or

the procedures and form agreements approved by this Order, the terms of the 64 East Settlement

Agreement shall be controlling; and it is further; and it is further

               ORDERED, that any bid made by a Borek Entity shall be subject to the terms of

the 64 East Settlement Agreement, and the Bidding Procedures approved by this Order to the


                                                  3

                                                                                     Page 3 of 43
extent not inconsistent with the 64 East Settlement Agreement, or as otherwise agreed in writing

between the Trustee and the Borek Entities; and it is further

               ORDERED, that the Sale Hearing to approve the Successful Bid(s) for the

Assets shall be held on November 30, 2007 at 9:30 a.m., at the United States Bankruptcy

Court for the Southern District of New York, located at 300 Quarropas Street, Room 520,

White Plains, New York 10601, at which time the Court shall consider entry of an order or

orders with respect to the Successful Bid(s) in a form substantially similar to Exhibit 4 of the

Motion; and it is further

               ORDERED, that any objections to the sale of the Assets shall be filed with the

Bankruptcy Court and served upon (i) counsel for the Trustee, Drinker Biddle & Reath LLP, 140

Broadway, 39th Floor, New York, New York 10005-1116, Attn: Stephanie Wickouski, Esq. and

Paul J. Labov, Esq.; (ii) counsel for any Successful Bidder(s); and (iii) the Office of the United

States Trustee, 33 Whitehall Street, 21st Floor, New York, New York 10004, Attn: Richard C.

Morrissey, Esq., so as to be actually received, in all cases, no later than November 28, 2007 at

2:00 p.m. (EST); and it is further

               ORDERED, that immediately upon the conclusion of the Auction, the Trustee

shall send a notice via facsimile and overnight delivery to (i) counsel for QuesTech

Financial, LLC, (ii) representatives of any non-Successful Bidder(s), and (iii) the Office of

the U.S. Trustee, notifying them of the terms of the Successful Bid(s) and of their

opportunity to file objections to any proposed Sale(s) on or before 2:00 p.m. (EST) on

November 28, 2007; and it is further

               ORDERED, that as soon as practical (but no later than 5 business days) after

the entry of this Order, the Trustee will file a notice (the “Cure Notice”) with the Court and

serve such Notice on each non-debtor party to those executory contracts and unexpired leases


                                                4

                                                                                        Page 4 of 43
that the Trustee determines, in the exercise of her business judgment, are necessary to maximize

value of any proposed transaction(s). The Cure Notice shall state the cure amounts that the

Trustee believes are necessary to assume such contracts and leases pursuant to section 365 of the

Bankruptcy Code (the “Cure Amount”) and notify the non-debtor party that such party’s contract

or lease may be assumed and assigned to a purchaser of the Debtors’ Assets to be identified at

the conclusion of the Auction; and it is further

               ORDERED, that the Cure Notice shall set November 29, 2007, at 12:00 p.m.

(EST) as the deadline by which any non-debtor party shall file an objection to a Cure

Amount. There shall be a hearing which shall commence on November 30, 2007, at 9:30

a.m. at the United States Bankruptcy Court for the Southern District of New York, located at

300 Quarropas Street, Room 520, White Plains, New York 10601 to resolve any objections

to the Cure Amounts; and it is further

               ORDERED, that on the first business day after conclusion of the Auction, the

 Trustee shall send a notice (the “Assumption Notice”) to each non-debtor party to an Assigned

 Agreement proposed to be assumed, via overnight delivery, that identifies the Successful

 Bidder(s) and describes the basis for the Trustee’s belief that there is adequate assurance of the

 Successful Bidder(s)’ future performance under such Assigned Agreement. Any non-debtor

 party that is sent an Assumption Notice shall be entitled to appear at the Sale Hearing and

 object to the proposed assumption and assignment of its contract or lease. The Assumption

 Notice shall be provided at least 48 hours prior to the Sale Hearing; and it is further

               ORDERED, at the Sale Hearing, the Court shall consider approval of the

assumption and assignment of any Assigned Agreements to the Successful Bidder(s); and it is

further




                                                   5

                                                                                           Page 5 of 43
               ORDERED, that the requirement pursuant to Local Bankruptcy Rule 9013(1)(b)

for a separate memorandum of law is hereby waived; and it is further

               ORDERED, that the Court shall retain jurisdiction over any matter or dispute

arising from or relating to the implementation of this Court.



Dated: White Plains, New York
       November 6, 2007



                                             ____/s/ Adlai S. Hardin, Jr.______________
                                             HONORABLE ADLAI S. HARDIN, JR.,
                                             UNITED STATES BANKRUPTCY JUDGE




                                                 6

                                                                                    Page 6 of 43
EXHIBIT 1




            Page 7 of 43
                                    In re Food Management Group, LLC et al.

                                              BIDDING PROCEDURES

         The following bidding procedures (the “Bidding Procedures”) shall govern sale proposals
relating to the business and certain assets of Food Management Group, LLC, KMA I, Inc., KMA
II, Inc., KMA III, Inc., and Bronx Donut Bakery, Inc. (collectively, the “Debtors”), being offered
for sale by Janice B. Grubin, chapter 11 Trustee (the “Seller”) on behalf of the Debtors. On
__________, the United States Bankruptcy Court for the Southern District of New York (the
“Bankruptcy Court”) entered an order (the “Bidding Procedures Order”) (i) approving (a) the
following procedures for the consideration of sale proposals relating to the Debtors’ remaining
businesses and assets, and (b) the form and manner of notice of these Bidding Procedures and (ii)
scheduling an auction and hearing to approve a “Successful Bid(s)” as this term is defined
herein. 1

                                               Assets To Be Sold

        The Seller is offering for sale in at least ten (10) different lots substantially all of the
Debtors’ interest(s) in assets related to the operations of three (3) Dunkin Donuts stores and a
commissary/bakery (the “Assets”) as follows (i) one Dunkin Donuts store located at 57 N.
Central Avenue, Hartsdale, NY (“Hartsdale Store”); (ii) one Dunkin Donuts store located at 38
Mill Road, Eastchester, NY (“Eastchester Store”); (iii) one Dunkin Donuts store and a
commissary/bakery located at 2501 Third Avenue, Bronx, NY (“Bronx Store” and “Bakery” as
applicable). As an initial matter, the Seller is offering for sale the Assets as a single lot (the
“Entire Business Assets”). Additionally, the Seller is separately offering for sale substantially all
of the Assets of the Hartsdale Store, Eastchester Store and Bronx Store and Bakery, including the
Debtors’ interests in certain leasehold interests and real estate as more fully set forth herein.

        The Seller is offering for sale substantially all of the Debtors’ interests in the Assets in
the following:


         A.       The Entire Business Assets

                  • Lot 1:          Purchase all real estate set forth above, lease for the Eastchester


1
          Pursuant to that certain settlement agreement (the “Gianopoulos Settlement Agreement”) by and between
the Seller and Anastasios (a/k/a Tom) Gianopoulos et al. (the “Gianopoulos Defendants”), approved by the
Bankruptcy Court on August 30, 2007, the Gianopoulos Defendants are, under certain circumstances, entitled to
make a pre-emptive offer (the “Preemptive Offer”) to purchase the Assets as more fully set forth in the Settlement
Agreement. The Preemptive Offer must be made on or before the day which is twenty-five (25) days prior to the
date that is first scheduled for any auction of all or part of the Assets. In the event that the Gianopoulos Defendants
timely submit a Preemptive Offer in accordance with the terms of the Gianopoulos Settlement Agreement, the Seller
shall temporarily postpone the Auction (as defined in the Bidding Procedures) and the Seller, subject to certain
conditions as more fully set forth in the Gianopoulos Settlement Agreement, shall seek to sell the Assets to the
Gianopoulos Defendants pursuant to private sale under section 363 of the Bankruptcy Code.




                                                                                                           Page 8 of 43
                  Store, personal property (hereinafter “personal property” shall
                  include but not be limited to executory contracts, if any), franchise
                  agreements and CPL.


B.   57 N. Central Avenue, Hartsdale, NY

     • Lot 2:     Sale of Hartsdale Store real estate subject to market lease;

     • Lot 3:     Sale of Hartsdale Store real estate, not subject to a lease and
                  delivered vacant;

     • Lot 4:     Sale of (i) Hartsdale Store real estate; (ii) personal property owned
                  by Debtors located thereon; and (iii) Dunkin’ Donuts franchise
                  agreement for the Hartsdale Store;

     • Lot 5:     Market lease with respect to the Hartsdale Store real estate; and
                  sale of (i) personal property owned by Debtors located thereon;
                  and (ii) Dunkin’ Donuts franchise agreement for the Hartsdale
                  Store;

C.   38 Mill Road, Eastchester, NY Dunkin Donuts Location

     • Lot 6:     Lease of Eastchester Store currently operating as Dunkin’ Donuts
                  facility; and sale of: (i) personal property owned by Debtors
                  located thereon; and (ii) Dunkin’ Donuts franchise agreement for
                  the Eastchester Store;

     • Lot 7:     Sale of (i) Debtors’ interest(s) in the master lease between
                  Eastchester Management Group, Inc. and The Maws Corporation,
                  including but not limited to certain option rights subject to pending
                  litigation; (ii) personal property owned by Debtors located at the
                  Dunkin’ Donut Store: and (iii) Dunkin’ Donuts franchise
                  agreement for the Eastchester Store;

D.   2501 Third Avenue, Bronx, NY

     • Lot 8:     Sale of Bronx Store and Bakery real estate, not subject to a lease
                  and delivered vacant;

     • Lot 9:     Sale of (i) Bronx Store and Bakery real estate; (ii) personal
                  property owned by Debtors located thereon; (iii) Dunkin’ Donuts
                  franchise agreement for the Bronx Store location; and (iv)
                  Commissary     Production     License    (“CPL”)      for   the
                  bakery/commissary located thereon;


                                   -2-

                                                                                 Page 9 of 43
               • Lot 10:      Lease of Bronx Store and Bakery and sale of: (i) personal property
                              owned by Debtors located thereon; (ii) Dunkin Donuts franchise
                              agreement for the Bronx Store location; and (iii) CPL for the
                              bakery/commissary.

        The Seller reserves the right to offer the Assets for sale in any combination of other lots
not identified herein, and to offer packages of the various lots in such combinations as the Seller
determines, in the exercise of the her business judgment, will result in the highest or otherwise
best collective value for the Assets.

                                      The Bidding Process

       The Seller will:

           •   Receive bids until the Bid Deadline (not later than 2:00 p.m. (EST) on November
               21, 2007);
           •   Determine whether any person is a Qualified Bidder (as defined below);
           •   Notify bidders if their bids are Qualified Bids (as defined below) by November
               26, 2007 at 12:00 P.M.;
           •   Negotiate any offers made to purchase the Assets;
           •   If more than one Qualified Bid (as defined below) is received by the Seller, the
               Seller may conduct one or more auction(s).

                                          Due Diligence

        Due diligence must be conducted prior to the Bid Deadline, and may include site
inspections of the Assets and such other matters which a Bidder may reasonably request and as
to which the Seller, in her sole discretion, may agree. The Seller shall not be obligated to furnish
any due diligence information after the Bid Deadline. Prior to conducting due diligence, a
potential bidder must deliver to the Seller an executed confidentiality agreement in form and
substance satisfactory to the Seller. The Seller is not required to provide due diligence to any
potential bidder who the Seller determines, in her sole discretion, is not reasonably likely (based
on the availability of financing, experience, and other considerations) to submit a bona-fide offer
and to be able to consummate the sale if selected as a successful bidder. Parties requesting
information should view the website of the Seller’s real estate advisor, Keen Strategic Advisors,
LLC (“Keen”), at www.KeenConsultants.com, and/or contact Harold Bordwin or Craig Fox at
Keen at 516-482-2700, hbordwin@keenconsultants.com and CFox@KeenConsultants.com,
respectively.

                                          Bid Deadline

        A bidder that desires to make a bid shall deliver three (3) sets of the “Required Bid
Documents” (as defined below) and the Deposit (as defined below) to Janice B. Grubin, Esq.
Drinker Biddle & Reath, LLP, 140 Broadway, 39th Floor, New York, New York 10005-1116,
with a copy to Keen, 60 Cutter Mill Rd, Ste. 214, Great Neck, NY 11021, Attn: Harold Bordwin


                                                -3-

                                                                                         Page 10 of 43
and Craig Fox, so as to be received not later than 2:00 p.m. (EST) on November 21, 2007 (the
“Bid Deadline”). The Seller shall then distribute copies of the bids to QuesTech Financial, LLC
(“QuesTech”), if QuesTech so desires, subject to an appropriate confidentiality agreement. The
Seller may extend the Bid Deadline once or successively, but is not obligated to do so.

                                       Bid Requirements

        All bids must include the Required Bid Documents. The “Required Bid Documents”
shall be defined as and shall consist of the following:

I.     An executed “clean” version of the sale agreement (a “Sale Agreement”) in a form
       acceptable to the Seller, together with a blackline to reflect the changes, if any, from the
       form sale agreement provided by the Seller, in hard copy and word format. The Sale
       Agreement shall include the following provisions:

       A.      identification of the business or assets to be acquired;
       B.      the purchase price should be allocated by lot between real estate and personalty,
               and by lot;
       C.      a description of the structure and financing of the purchase with the affirmative
               representation that the bid is not subject to financing;
       D.      a representation that there is no due diligence contingency and that the purchase
               is “as-is,” “where-is,” with “no representations or warranties”; and
       E.      a representation that the Sale Agreement is not subject to any regulatory,
               corporate or other approvals or a representation as to further approvals that are
               required;

II.    Written evidence, in form and substance satisfactory to the Seller, that such bidder could
       consummate the sale transaction within a time frame acceptable to the Seller, including
       evidence of such bidder’s financial wherewithal and transaction experience;




                                               -4-

                                                                                        Page 11 of 43
III.    A letter setting forth the identity of the bidder (including an authorized representative
        thereof), bidder’s counsel, and contact information for bidder, its authorized
        representative and its counsel. Each bidder must fully disclose the identity of all entities
        which shall be acquiring directly or indirectly any of the Assets under or in connection
        with a bid, including sufficient information regarding both the bidder and any owners,
        partner(s) or investors of any bidder, if any, to satisfy the Seller with respect to the
        requirements enumerated in section 363(n) of the Bankruptcy Code. Further, each bid
        must disclose any relationship the bid or the bidder has with Anastasios (Tom)
        Gianopoulos, Constantine (Gus) Gianopoulos, Nikolas (Niko) Gianopoulos, any relative
        of Tom, Gus or Niko, or any entity(ies) controlled by any of the above or which any of
        the above have an interest, collectively (the “Gianopoulos Parties”) or connections the
        bidder and any owners, affiliates and/or related parties have (directly or indirectly) with
        any Gianopoulos Parties, including but not limited to, any financial interest, ownership
        interest, beneficial interest, or the providing of any funding, directly or indirectly with
        respect to the bid or otherwise;

IV.     Written evidence of a commitment for financing or other evidence of the bidder’s
        financial ability to consummate the purchase;

V.      Written acknowledgement that such bid is not contingent upon any due diligence
        investigation, or the receipt of financing or upon any further approval or conditions
        except as otherwise provided in the Sale Agreement;

VI.     Written evidence that the bidder has the requisite corporate or similar authority to
        consummate the purchase;

VII.    Written acknowledgement that such bid and all subsequent verbal and written bids are
        irrevocable until the earlier of the closing of a transaction consummating the Successful
        Bid (as defined herein), or January 31, 2008 (the “Irrevocability Period”);

VIII.   A good faith money deposit (“Deposit”) in the form of a certified check (or other form
        acceptable to the Seller) payable to the Seller in an amount no less than 10% of the bid
        amount. The Seller reserves the right to require any bidder at any time to increase the
        Deposit and/or provide additional evidence of its ability to close the transaction (see
        “Deposit Requirement” below) in the Seller’s sole discretion;

IX.     A completed Offer and Bidder Registration Form substantially in the form attached
        hereto as Exhibit “A”. The Bidder Registration Form does not obviate the need to
        otherwise satisfy the requirements of this section;

X.      To the extent a bid includes purchasing a Dunkin’ Donuts Franchise, the bid must be in
        compliance with all rules and regulations regarding the transfer of Dunkin’ Donuts
        franchises (as those rules and regulations are defined in the various franchise agreements
        to which the Debtors are currently a party). Any transfer of a Dunkin’ Donuts franchise
        or franchise agreement must be approved in writing by Dunkin’ Donuts Franchised



                                                -5-

                                                                                         Page 12 of 43
       Restaurants LLC (“Dunkin’ Donuts”), successor in interest to Dunkin’ Donuts
       Incorporated. Dunkin’ Donuts has the independent right to evaluate potential franchisees
       and transfers and reserves the right to approve or disapprove any particular frnachisee or
       transfer. Bidders are strongly encouraged to review and understand qualification and
       transfer provisions contained in (a) the Uniform Franchise Offering Circular, and (b) the
       particular leases and franchise agreements proposed to be assumed by the bidder. By
       submitting a bid, a bidder certifies that it will exercise good faith and its best efforts to
       become an approved Dunkin’ Donuts franchisee; and

XI.    Such other information as the Seller may request.

       Persons that comply with the foregoing shall be considered “Qualified Bidders.” Bids
that comply with this section shall be considered “Qualified Bids”. The Seller and/or Keen will
notify bidders if they are Qualified Bidders by emailing such Qualified Bidders at the email
address disclosed on the Offer and Bidder Registration Form.

        Each bidder, by submitting a bid for the Assets, shall be deemed to acknowledge and
represent: (a) that it is bound by these Bidding Procedures; (b) that it had an opportunity to
inspect and examine the Assets and to review all pertinent documents and information with
respect to the Assets prior to making its offer and that it relied solely on that review and upon its
own investigation and inspection of the Assets in making its bid; and (c) that it is not relying
upon any written or oral statements, representations, or warranties of the Seller, or the Seller’s
agents or representatives.

                                      Deposit Requirement

        Each Successful Bidder shall be required to tender additional Deposits within one (1)
business day of the conclusion of the auction so that the Deposit held by the Seller equals 10% of
the Successful Bid amount. The Deposit shall be by cashier’s check or certified check payable to
the Seller. The Seller shall have no liability to any party in connection with her services with
respect to Deposits except for willful misconduct, gross negligence or bad faith. The Seller, at
her sole discretion, may either immediately deposit Deposits into her escrow account or may
hold Deposits pending the outcome of the Auction.

              Reservation of Rights with Respect to Stalking Horse Agreement

       The Seller reserves the right to enter into an agreement(s) prior to the Auction, subject to
higher and better offers at the Auction, to establish a minimum purchase price requirement (a
“Stalking Horse Agreement”). The Stalking Horse Agreement may provide for (subject to
approval of the Bankruptcy Court, as may be required), certain customary terms and conditions,
including expense reimbursement and/or a “break-up fee.” The Seller reserves the right to
request an expedited hearing to approve any bidding protections to be offered by the Seller
pursuant to a Stalking Horse Agreement, including break-up fees and/or expense reimbursement.

       Any and all disputes related or pertaining to or resulting or arising from the marketing
process, the Auction, the sale of the Assets, and/or the conduct of the Seller, Keen and/or any of



                                                -6-

                                                                                          Page 13 of 43
Seller’s other professional advisors shall be adjudicated solely by the Bankruptcy Court. The
submission of a Bid shall constitute an express consent by the Bidder to the exclusive
jurisdiction of the Bankruptcy Court for all such matters.

                                      As-is, Where-is




                                             -7-

                                                                                   Page 14 of 43
        Any sale or other disposition of all or any portion of the Assets shall be without
representations or warranties of any kind, nature or description by the Seller, its agents or
representatives. The Assets shall be transferred on an “as is” and “where is” basis. Any and all
information and/or documentation (“Data”) provided to prospective Bidders: (a) has been
prepared for informational purposes only; (b) has been prepared from materials supplied to the
Seller by third parties; and (c) is being furnished solely for use by Bidders in considering their
interest in acquiring the Assets.

        By accepting Data from the Seller and/or Keen, the recipient acknowledges and agrees
that the Data has been prepared to assist the recipient in making its own evaluation of the Assets
and the Data does not purport to be all-inclusive or to contain all of the information that a Bidder
may desire. In all cases, Bidders should conduct their own investigation and analysis of the
Assets, conduct site inspections, and scrutinize all of the Data. Seller and Keen have assumed no
responsibility for independent verification of any of the Data and has not in fact in any way
audited such information. Seller and Keen are not making nor will they make and expressly
disclaim making any written or oral statements, representations, warranties, promises or
guarantees, whether express, implied or by operation of law or otherwise, with respect to the
Assets and with respect to the accuracy, reliability or completeness of any Data, except as
expressly stated in a Sale Agreement executed by Seller. Seller and Keen and their respective
officers, directors and employees, affiliates and representatives, successors and assigns,
expressly disclaim any and all liability based on or relating or pertaining to any written or oral
statements, financial information, projections, representations, warranties, promises or
guarantees, whether express, implied or by operation of law or otherwise.

                                             Auction

       If more than one Qualified Bid has been received by the Seller, the Seller may conduct an
auction (the “Auction”). The Auction will take place on November 27, 2007 at the offices of
Drinker Biddle & Reath LLP, 140 Broadway, 39th Floor at 10:00 a.m. (EST) or such later time
and/or place as the Seller shall notify all the Qualified Bidders who have submitted Qualified
Bids. Only a Qualified Bidder who has submitted a Qualified Bid is eligible to participate at the
Auction.

        Based upon the terms of the Qualified Bids submitted, the level of interest expressed as to
particular Assets and such other information as the Seller determines is relevant, the Seller may
conduct the Auction in the manner the Seller determines will maximize the value to the Debtors’
estates. The Seller may, but is not obligated to, from time to time, and in an open forum, advise
the Qualified Bidders of her determination as to the terms of the then highest and best Qualified
Bid.

        In particular, the Seller may commence the Auction by entertaining bids for the Entire
Business Assets followed thereafter by the Hartsdale Store Assets, the Eastchester Store Assets
and then the Bronx Store and Bakery Assets or other lots as the Seller in her sole discretion, may
determine. The Seller may offer the Assets in such lots in such successive rounds as the Seller
determines to be appropriate. The Seller may set opening bid amounts in each round of bidding
as the Seller determines to be appropriate and in the best interests of the Debtors’ estates.



                                                -8-

                                                                                         Page 15 of 43
       Upon the conclusion of the Auction, both the Successful Bidder(s) (as defined below) and
the Second Best Bidder(s) (as defined below) shall update and re-execute their respective Sale
Agreement(s) and any other agreements, contracts, instruments or other documents evidencing
and containing the terms and conditions upon which the Successful Bid and the Second Best Bid
were made. In addition, each Successful Bidder and each Second Successful Bidder shall
increase the Deposit by an amount necessary so that the Seller shall hold a deposit equal to 10%
of each such bidder’s gross purchase price.

                                Selection of Successful Bidder(s)

        After completion of the Auction, the Seller will receive and consider the Qualified Bids
(as increased or otherwise modified at the Auction). The Seller, in consultation with QuesTech,
will, in her sole discretion, review each Qualified Bid(s), as each may be modified at the
Auction, on the basis of, among other things, (a) the amount of the purchase price being offered,
(b) the ability to close the transaction, (c) feedback from Dunkin Donuts as to qualification of the
Qualified Bidder as a franchisee (if applicable), (d) the other contractual terms included in the
particular proposal, and (e) the speed and certainty of consummating the transaction. In addition,
the Seller, in consultation with QuesTech will, in her sole discretion, identify the highest and best
Qualified Bid(s) (the “Successful Bid(s)”) and the bidder(s) making such bid(s) (the “Successful
Bidder(s)”) and the next highest and best Qualified Bid(s) (the “Second Best Bid(s)”) and the
bidder(s) making such bid(s) (the “Second Best Bidder(s)”).

       The Successful Bidder(s) shall supplement the Deposit within one (1) business day of the
conclusion of the Auction, so that the aggregate Deposit being held by Seller equals ten percent
(10%) of the Successful Bid.

                                               Sale Hearing

        The Sale Hearing is presently scheduled to commence on November 30, 2007 at 9:30
a.m., at the United States Bankruptcy Court for the Southern District of New York, located at
300 Quarropas Street, Room 520, White Plains, New York 10601. The Sale Hearing may be
adjourned or rescheduled without notice by the announcement of the adjourned date at the Sale
Hearing.

        At the Sale Hearing, the Seller will seek authority from the Bankruptcy Court to
consummate the transactions in accordance with the Successful Bid(s) or alternatively, the
Second Best Bid. The Seller shall have accepted a Qualified Bid only when (i) the Bid is
declared the Successful Bid, (ii) the Bankruptcy Court has approved the Successful Bid and an
order approving such Bid has been docketed, and (iii) definitive documentation has been
executed in respect thereof. Formal rejection of a Bid by the Seller will not occur unless and
until (a) the Seller expressly rejects a Bid in writing; or (iv) the Irrevocability Period (as defined
below) lapses. The Sale Hearing maybe be adjourned or rescheduled without notice by an
announcement of the adjourned date at the Sale Hearing.




                                                 -9-

                                                                                           Page 16 of 43
                           Failure to Consummate the Successful Bid

        If for any reason the Successful Bidder(s) fail(s) to consummate the sale, the Seller may
declare, without further approval by the Bankruptcy Court, the Second Best Bidder(s) as having
submitted the highest and best bid and seek to consummate the Second Best Bid for those
particular Assets.
                              Procedures With Respect to Deposits

        Any Deposits shall be returned with accrued interest two business days after the
Bankruptcy Court approves the Successful Bid(s), but by no later than December 5, 2007, except
for Deposits submitted by (i) the Successful Bidder(s), (ii) the Second Best Bidder(s) (which
shall be returned on the earlier of two business days after closing of the transaction contemplated
by the Successful Bid(s) or February 2, 2008, together with interest), and (iii) any Qualified
Bidder(s) that has/have forfeited its/their Deposit. A bidder, (qualified or not) will forfeit its
Deposit, if (i) the bidder (a) withdraws or modifies (in a manner determined by the Seller, to be
less favorable) its proposed bid before the Bankruptcy Court approves the Successful Bid or (b)
breaches its confidentiality agreement, (ii) the bidder makes false statements with respect to the
Bidder Registration Form or otherwise, or (iii) the bidder is the Successful Bidder and (a)
modifies or withdraws its proposed bid without the Seller’s consent, (b) breaches the terms and
conditions of its Qualified Bid, or (c) breaches its confidentiality agreement. If the Successful
Bidder(s) forfeits its/their Deposit as a result of a breach by the Successful Bidder(s), the Seller
specifically reserves the right to seek all available damages from the defaulting Successful
Bidder.

                                       Reservation of Rights

        The Seller reserves the right, in the best interests of the Debtors’ estates, to: (i) determine
which bids are Qualified Bids; (ii) determine which Qualified Bid(s) is/are the highest and best
proposal and which is/are the next highest and best proposal, (iii) reject any bid that is (a)
inadequate or insufficient, (b) not in conformity with the requirements of the Bidding Procedures
Order or the requirements of the Bankruptcy Code or (c) contrary to the best interests of the
Debtors’ estates; (iv) enter into a Stalking Horse Agreement; (v) waive terms and conditions set
forth herein with respect to any or all potential bidders, (vi) impose additional terms and
conditions with respect to any or all potential bidders, (vii) extend the deadlines set forth herein,
(viii) adjourn or cancel the Auction and/or Hearing on the Sale Motion in open court without
further notice; and (x) modify the Bidding Procedures as she may determine is in the best
interests of the Debtors’ estates or to withdraw the Sale Motion at any time with or without
prejudice.




                                                 -10-

                                                                                            Page 17 of 43
                                        EXHIBIT “___”

                       OFFER & BIDDER REGISTRATION FORM

Bidder, _______________________________________________________________,                     does
hereby:
   • Offer to buy the following Lot/Assets for the following price(s).

        LOT/ASSET                           PRICE                    ALLOCATED PRICE
                                                                  Real Estate/Personal
                                                                  Property




   •   Seeks to become a Qualified Bidder pursuant to the terms and conditions of the Bidding
       Procedures approved by the United States Bankruptcy Court for the Southern District of
       New York in the Chapter 11 cases of Food Management Group, LLC, KMA I, Inc.,
       KMA II, Inc., KMA III, Inc. and Bronx Donut Bakery, Inc., Case Nos. 04-22880 et al.
       (Jointly Administered) (“Bidding Procedures”).

Bidder hereby warrants and represents as follows:
   (a) Bidder has received, reviewed, understands and agrees to abide by the terms and
       conditions of the Bidding Procedures, the terms and conditions of which are incorporated
       herein by reference.
   (b) Bidder has received, reviewed and understands the terms and conditions of the Stalking
       Horse Agreement, if applicable, the terms and conditions of which are incorporated
       herein by reference.
   (c) To the extent that the words and phrases which are capitalized in this Offer & Bidder
       Registration Form have been defined in the Bidding Procedures or in the Stalking Horse
       Agreement (if applicable), those definitions are incorporated herein by reference.
   (d) Each bid made at the Auction shall constitute a binding, irrevocable “bid” pursuant to the
       Bidding Procedures.
   (e) Each bid along with any subsequent bids are irrevocable pursuant to the terms of the
       Bidding Procedures.
   (f) Each bid is and shall be a good faith, bona fide, irrevocable offer to purchase the Assets
       or portion thereof on an all-cash, as-is, where-is basis, with no contingencies, except as
       otherwise expressly set forth herein.
   (g) Bidder had an opportunity to inspect and examine the Assets and to review all other
       pertinent documents with respect to the Assets prior to making its bid and bidder relied
       solely on that review and upon its own investigation and inspection of the Assets in
       making its bid; and bidder is not relying upon any written or oral statements,



                                              -11-

                                                                                      Page 18 of 43
         representations, or warranties of the Seller, Seller’s Counsel and/or Keen or any of
         Seller’s other agents or representatives.
   (h)   Upon the conclusion of the Auction, the Successful Bidder shall supplement its Deposit
         so that the aggregate Deposit being held by Seller equals at least ten percent (10%) of the
         Successful Bid. All supplemental Deposits shall be paid in certified funds or bank
         cashiers check made payable to Seller.
   (i)   Both the Successful Bidder and the Second Best Bidder shall modify and re-execute this
         Offer And Bidder Registration Form, as appropriate, without varying its terms other than
         to reflect the terms of the Successful Bid as publicly announced at the Auction.
   (j)   Bidder is not represented by a broker seeking a commission from Seller.
   (k)   Bidder acknowledges that, pursuant to, inter alia, 18 U.S.C. Section 371, it is a federal
         crime to engage in collusive bidding or to chill the bidding.
   (l)   Bidder has fully disclosed in a writing attached to this form (i) the identity of all entities
         which shall be acquiring any of the Assets, (ii) sufficient information regarding both the
         bidder and any owners, partner(s) or investor(s) of any bidder, if any, to the satisfaction
         of the Seller with respect to the requirements enumerated in section 363(n) of the
         Bankruptcy Code, and (iii) any relationship the bid or the bidder has with Anastasios
         (Tom) Gianopoulos, Constantine (Gus) Gianopoulos, Nikolas (Niko) Gianopoulos, any
         relative of Tom, Gus or Niko, or any entity(ies) controlled by any of the above or in
         which any of the above have an interest, (collectively, the “Gianopoulos Parties”) or
         connections the bidder and any owners, partner(s) and investor(s) have (directly or
         indirectly) with any Gianopoulos Parties, including but not limited to, any financial
         interest, ownership interest, beneficial interest, or the providing of any funding (directly
         or indirectly) with respect to the Bid or otherwise.

AGREED & ACCEPTED this ____ day of ___________, 2007

By:________________________
Name: _____________________


BIDDER I.D.
Bidder's Address:
Bidder's Contact:
Bidder's Phone & Facsimile Numbers:
Bidder’s Email Address: __________________________________________________
Bidder's Tax ID Number:

ATTORNEY I.D.
Bidder's Attorney:                                                           _____
Bidder's Attorney's Address:
Bidder's Attorney's Phone & Facsimile Numbers:
Bidder’s Attorney’s Email Address: _________________________________________

BANK REFERENCE
Bank & Bank Contact:



                                                 -12-

                                                                                            Page 19 of 43
Bank Address:
Bank Contact's Phone Number:
Bank Contact’s Email Address:




                                -13-

                                       Page 20 of 43
                   DISCLOSURE PURSUANT TO SECTION (l) ABOVE
NY01/ 6010044.13




                                     -14-

                                                              Page 21 of 43
                              ADDENDUM TO BIDDING PROCEDURES

       This will constitute the written agreement between the Borek Entity and the Trustee to
modify the Bid Procedures with respect to any Bid submitted by a Borek Entity pursuant to the
terms of the Settlement Agreement.

Any bid made by a Borek Entity pursuant to the terms of the Settlement Agreement, shall be
subject to the terms of the Settlement Agreement and the bidding procedures approved by the
Court shall apply except as otherwise noted below:

*       Paragraph I: the Borek Entity shall provide a proposed real estate purchase agreement
that is consistent with the terms of the Settlement Agreement [a revised version of the Sale
Agreement really doesn't make any sense since our bid will be for real estate only and the Sale
Agreement is actually based on a non-real estate form];

*       Paragraph II: the timing of the submission or consummation of the Borek Entity's bid or
the fulfillment of these Bid Requirements need only conform with the deadlines set forth in the
Settlement Agreement;


*      Paragraph III of the Bid Requirements shall be complied with;

*       Paragraph IV - no evidence of a commitment for financing or other evidence of the
bidder's financial ability to consummate the purchase shall be required and thus, this provision
need not be complied with;

*     Paragraph V shall be complied with except to the extent provided in the Settlement
Agreement;

*      Paragraph VI shall be complied with;

*      Paragraph VII shall be complied with;

*      Paragraph VIII requiring a deposit need not be complied with;

*       Paragraph IX of the Bid Requirements shall be complied with, except that the Offer and
Bidder Registration Form required to be submitted shall be modified to make it consistent with
the terms of this agreement and the Settlement Agreement, but in any event, full disclosure will
be required on the Offer and Bidder Registration Form;

*       In the event that the Trustee seeks to sell the Hartsdale Store real estate for less than the
balance of the Development Note (as that term is defined in the Settlement Agreement) as set
forth in paragraph 6 of the Settlement Agreement, she shall so inform Development, and,
Development shall have the right to submit a credit bid at the Sale Hearing in an amount due
under the Development note as limited by Paragraph 13 of the Settlement Agreement, and
subject to the Trustee's written approval, to the extent required by the Settlement




                                                                                          Page 22 of 43
Agreement, and, if accepted, Development shall be afforded a reasonable time to comply with
the Bid Requirements set forth above to the extent not expressly waived by the Trustee.

NY01/ 6010154.1




                                                                                 Page 23 of 43
EXHIBIT 2




            Page 24 of 43
                           PURCHASE AND SALE AGREEMENT

        This Purchase and Sale Agreement, made as of this ____ day of ______________, 2007,
(hereinafter “AGREEMENT”), by and between ______________________, a [corporation] with
its principal place of business located at ________________________________
(“PURCHASER”) and JANICE B. GRUBIN, ESQ. (“TRUSTEE”), appointed by the Court (as
defined below) as the Chapter 11 Trustee for KMA I, INC., KMA II, INC., KMA III, INC.,
FOOD MANAGEMENT GROUP, LLC, and BRONX DONUT BAKERY INC. (collectively,
the “SELLER” or “Debtors”), all New York corporations or limited liability companies.

               WHEREAS, on June 1, 2004 and June 2, 2004, the Debtors each filed a
voluntary petition for relief pursuant to Chapter 11 of Title 11 of the United States Code (the
“Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New
York (the “Bankruptcy Court”). The Debtors’ bankruptcy cases are being jointly administered
under Case No. 04-22880(ASH) and are styled, In re Food Management Group, LLC, et al. (the
“Bankruptcy Cases”); and

               WHEREAS, by Orders of the Bankruptcy Court entered on September 1, 2005
and September 2, 2005, the Bankruptcy Court approved the appointment of Janice B. Grubin as
the Trustee; and

                WHEREAS, Purchaser desires to purchase certain assets and assume certain
liabilities from Seller in connection therewith, and TRUSTEE, on behalf of Seller, desires to sell,
convey, assign, and transfer to Purchaser, certain of the assets used in connection with the
operation of the Dunkin Donuts franchise shops and bakery located at:

       SHOPS:

           •   57 N. Central Avenue, Hartsdale, New York; (the “Hartsdale Shop”)

           •   38 Mill Road, Eastchester, New York (the “Eastchester Shop”)

           •   2501 Third Avenue, Bronx, New York (the “Bronx Shop,” and together with the
               Hartsdale Shop and the Eastchester Shop, the “Shops”)

       COMMISSARY:

           •   2501 Third Avenue, Bronx, New York (the “Commissary” and together with the
               Bronx Shop, the “Bakery”).



       NOW THEREFORE, in consideration of the premises, mutual covenants set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:




                                                 1

                                                                                        Page 25 of 43
                                             SECTION I

       SECTION 1. CLOSING, ASSETS AND PURCHASE PRICE

Closing. Subject to the terms and conditions set forth herein, the consummation of the
transactions contemplated hereby (the “Closing”) shall take place at such time and place as shall
be mutually agreed upon by all of the parties hereto (the “CLOSING DATE”), which date shall
not be later than five (5) business days following the date of the satisfaction or waiver by the
parties of the conditions to their respective obligations to effect the Closing set forth in Sections
4 and 6 hereof other than those conditions which by their nature must be performed at Closing,
provided that a final and non-appealable order approving all of the transactions contemplated
hereby pursuant to 11 U.S.C. §§363 and 365 has been entered by the Bankruptcy Court in the
Bankruptcy Cases.

        1.1     Assets To Be Sold. TRUSTEE agrees upon the terms and conditions set forth
herein to grant, convey, sell, assign and transfer to PURCHASER, the SELLER’s interest in the
following assets (but excluding the Excluded Assets as defined in Section 1.3 below) (all of the
foregoing are hereinafter collectively referred to as the “PURCHASED ASSETS”), relating to
the conduct and operation of, the SHOPS or the BAKERY:

              (a)     all real property and improvements thereon identified in Schedule 1.2(a)
       attached hereto (the “REAL PROPERTY”);

               (b)     all franchise rights, related statutory, common law or other legal rights,
       and rights under or arising out of the franchise agreement(s), license agreement(s), non-
       residential lease(s), license(s), exclusive territory rights, rights of first refusal, option(s),
       sublease(s) and other related agreements and documents, and all amendments or
       supplements to any of the foregoing, all as identified in Schedule 1.2(b) attached hereto,
       and all other rights or claims (including, without limitation, any claims or causes of
       action under any of the FRANCHISE DOCUMENTS (as defined below)) received or
       obtained from Dunkin’ Donuts Incorporated and/or Third Dunkin Donuts Realty, Inc.,
       their subsidiaries or affiliates (hereinafter collectively referred to as “DUNKIN’
       DONUTS”) (all of the foregoing documents and contract rights are hereinafter
       collectively referred to as the “FRANCHISE DOCUMENTS”);

               (c)     the real estate leases, and all amendments or supplements to any of the
       foregoing, all as identified in Schedule 1.2(c) attached hereto, and all other rights or
       claims received or obtained from the landlords thereto, their subsidiaries or affiliates,
       together with all security deposits thereunder pursuant to Section 8.13(a) hereof
       collectively, the “REAL ESTATE LEASES”); PURCHASER affirmatively agrees that
       from and after the CLOSING it shall assume all obligations arising with respect to acts or
       events arising after the CLOSING DATE with respect to all of the REAL ESTATE
       LEASES, and that SELLER or TRUSTEE shall have no liability under the REAL
       ESTATE LEASES for obligations that accrue after the CLOSING DATE.

              (d)     the leases and licenses for equipment, motor vehicles, software and other
       tangible personal property, and all amendments or supplements to any of the foregoing,



                                                   2

                                                                                              Page 26 of 43
      all as identified in Schedule 1.2(d) attached hereto, and all other rights or claims received
      or obtained from the lessors or licensors thereunder, their subsidiaries or affiliates (all of
      the foregoing are hereinafter collectively referred to as the “EQUIPMENT LEASES”);
      PURCHASER affirmatively agrees that from and after the CLOSING it shall assume all
      obligations arising with respect to acts or events arising after the CLOSING DATE with
      respect to all of the EQUIPMENT LEASES, and that SELLER shall have no liability
      under the REAL ESTATE LEASES for obligations that accrue after the CLOSING
      DATE.

              (e)     all other agreements, leases and executory contracts, and all amendments
      or supplements to any of the foregoing, all as identified in Schedule 1.2(e) attached
      hereto, and all other rights or claims received or obtained from the other parties thereto,
      their subsidiaries or affiliates (all of the foregoing are hereinafter collectively referred to
      as the “OTHER CONTRACTS,” and collectively with the FRANCHISE DOCUMENTS,
      REAL ESTATE LEASES and EQUIPMENT LEASES, the “ASSIGNED
      CONTRACTS”);

             (f)     all of the SHOPS’ and the COMMISSARY’S operating supplies,
      uniforms, promotional material, food and paper goods inventory, gift certificates,
      equipment, fixtures, furniture, machinery, signs, computer hardware and all parts, spares
      and accessories thereof and accessions thereto;

              (g)    all of the owned equipment and motor vehicles identified in Schedule
      1.2(g) attached hereto;

              (h) SELLER’s goodwill (if any) associated with the SHOPS and the
      COMMISSARY and the intangible property identified in Schedule 1.2(h) attached
      hereto;

              (i)     all software, data processing systems, computer files, data bases,
      specifications, and manuals related to the SHOPS or the COMMISSARY, to the extent
      assignable under applicable law; and

             (j)      all licenses, permits, approvals, franchises, authorizations, variances,
      waivers or consents issued by any governmental authority pertaining to the SHOPS or the
      COMMISSARY identified in Schedule 1.2(j) attached hereto (all of the foregoing are
      hereinafter collectively referred to as the “PERMITS”), to the extent assignable under
      applicable law and/or regulations of the issuing governmental authority.

     1.2     Excluded Assets. The following assets of the SELLER (the “EXCLUDED
ASSETS”) are excluded from the PURCHASED ASSETS:

              (a)    Cash and cash equivalents provided, however, that TRUSTEE agrees to
      leave $500.00 in cash on hand at each SHOP on the CLOSING DATE and shall receive
      therefor an increase in the PURCHASE PRICE (as defined in Section 1.9) in an amount
      equal to the product of (i) $500.00 and (ii) the total number of SHOPS which
      PURCHASER actually acquires;



                                                 3

                                                                                          Page 27 of 43
              (b)     Accounts and notes receivable;

              (c)     Investment securities;

              (d)     Worker’s compensation and utility deposits;

              (e)   Any agreements that are not Assigned Contracts (including rights under
       this Agreement);

              (f)     Any insurance policies of SELLER and any claims thereunder

              (g)     Any tax returns of SELLER and the rights to any tax refunds

               (h)    any PURCHASED ASSETS that become EXCLUDED ASSETS pursuant
       to Section 6.2 hereof; and

              (i)     any and all estate causes of action pursuant to 11 U.S.C. Sections 542
       through 553, as well as any other claims or causes of action arising or accruing prior to
       the CLOSING DATE

            (j)       Seller’s books and records, including any corporate organizational
       comments.

        1.3    Transfer of the PURCHASED ASSETS. TRUSTEE specifically agrees to
transfer the PURCHASED ASSETS pursuant to the terms and conditions of this AGREEMENT
and Section 363 of the Bankruptcy Code. TRUSTEE shall seek to secure Bankruptcy Court
approval of the sale of the PURCHASED ASSETS free and clear of all claims, liens and
encumbrances of any kind whatsoever, including without limitation any claims, liens or
encumbrances of any kind whatsoever, in accordance with Section 363 of the Bankruptcy Code.

        1.4     Assumption and Assignment of the ASSIGNED CONTRACTS. TRUSTEE
shall, pursuant to Section 365 of the Bankruptcy Code, assume and thereafter assign to
PURCHASER the ASSIGNED CONTRACTS pursuant to the terms and conditions of this
AGREEMENT and Section 365 of the Bankruptcy Code. PURCHASER shall use its
commercially reasonable efforts to provide, to the satisfaction of TRUSTEE and each landlord,
lessor, and DUNKIN’ DONUTS or the Bankruptcy Court, or both, adequate assurance of future
performance under the ASSIGNED CONTRACTS as required under Section 365 of the
Bankruptcy Code and shall assume and assign the foregoing at Closing. The ASSIGNED
CONTRACTS shall be acquired and assured by PURCHASER on the Closing Date.

       1.5     Adequate Assurance of Future Performance. Upon the request of TRUSTEE,
PURCHASER shall provide to TRUSTEE such documentation or other information that is
required by any other party to any of the ASSIGNED CONTRACTS to demonstrate adequate
assurance of future performance as contemplated by Section 365 of the Bankruptcy Code, and
TRUSTEE shall in turn provide such information to the requesting party.

     1.6  Condition of Assets. THE PURCHASED ASSETS SHALL BE DELIVERED
AT CLOSING, “AS IS WHERE IS”, WITHOUT REPRESENTATION OR WARRANTIES OF


                                                4

                                                                                        Page 28 of 43
ANY KIND BY TRUSTEE, HER AGENTS, REPRESENTATIVES, CONSULTANTS
AND/OR ATTORNEYS, EXCEPT AS EXPRESSLY PROVIDED HEREIN. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES
THAT IT IS NOT RELYING UPON ANY WRITTEN OR ORAL STATEMENTS,
REPRESENTATIONS, OR WARRANTIES MADE BY TRUSTEE, HER AGENTS,
REPRESENTATIVES, CONSULTANTS AND/OR ATTORNEYS. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, TRUSTEE AND HER AGENTS,
REPRESENTATIVES, CONSULTANTS AND/OR ATTORNEYS EXPRESSLY DISCLAIM
ANY AND ALL LIABILITY BASED ON OR RELATING OR PERTAINING TO ANY
WRITTEN OR ORAL STATEMENTS, FINANCIAL INFORMATION, PROJECTIONS,
REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES, WHETHER
EXPRESS, IMPLIED OR IMPLIED BY OPERATION OF LAW.

         1.7    Repairs. PURCHASER shall assume responsibility following the Closing for the
making of any “punchlist” repairs, maintenance, renovation, retrofitting and/or
purchase/installations of any additional furniture, fixtures and/or equipment as a result of
DUNKIN’ DONUTS’ pre-closing inspection of each of the locations to be sold at the Closing.
PURCHASER further agrees to cooperate and comply with the request of DUNKIN’ DONUTS
in regard to the setting up of a timetable for the completion of repairs, renovations, maintenance,
retrofitting and/or purchase/installations and to the establishment of an appropriate escrow
required by DUNKIN’ DONUTS to assure prompt compliance with said “punchlist” items.

        1.8    Excluded Liabilities. Notwithstanding any provision in this AGREEMENT to the
contrary, except for the obligations specifically undertaken herein), PURCHASER shall not
assume or become responsible or liable for, and will not be deemed to have assumed or have
become responsible or liable for any liability or obligation of SELLER, whether fixed,
contingent, liquidated, unliquidated, legal, equitable, secured, unsecured or otherwise and
whether known or unknown, including without limitation, those liabilities and obligations set
forth below (collectively, the “Excluded Liabilities”):

               (a)    any liability or obligation of TRUSTEE, arising out of, or relating to, this
       AGREEMENT or the transactions contemplated by this AGREEMENT, as the case may
       be, including, without limitation, any and all fees and expenses of any attorneys and
       accountants of TRUSTEE;

               (b)    all liabilities and obligations relating to events or conditions occurring or
       existing in connection with or arising out of, TRUSTEE’S or SELLER’S ownership,
       control or operation of the SHOPS, the COMMISSARY or the PURCHASED ASSETS
       in the ordinary course or otherwise prior to the CLOSING DATE, or the ownership,
       possession, use, operation or sale or other disposition prior to the CLOSING DATE of
       any PURCHASED ASSETS; and

               (c)    all liabilities and obligations to any persons at any time employed
       (whether as an employee, consultant, independent contractor or otherwise) by TRUSTEE
       or SELLER with respect to incidents, events, exposures or circumstances which occurred
       at any time during the period or periods of any such persons’ employment by TRUSTEE,
       including, without limitation, all liabilities and obligations arising (i) under an employee


                                                 5

                                                                                          Page 29 of 43
       benefit plan, (ii) under any employment, wage and hour restriction, equal opportunity,
       discrimination, plant closing, immigration and naturalization laws, or any similar laws,
       (iii) in connection with any workers’ compensation or any other employee health,
       accident, disability or safety claims, or (iv) with respect to any severance agreements or
       obligations.

       1.9     Purchase Price. PURCHASER shall pay to TRUSTEE at the Closing
_____________ ($_________), plus the increases for cash on hand pursuant to Section 1.2(a)
hereof and for security deposits pursuant to Section 8.12(a) hereof and subject to the other
adjustments pursuant to Section 8.12 hereof (the “PURCHASE PRICE”). Such amount shall be
payable at the Closing by certified check, cashier’s check or electronic bank wire transfer of
immediately available funds. The PURCHASE PRICE shall be allocated among the
PURCHASED ASSETS in accordance with Schedule 1.9.

                                          SECTION II

       SECTION 2. DELIVERIES.

     2.1   By Trustee. On the CLOSING DATE, or such other time as specified below,
TRUSTEE shall deliver to PURCHASER the following:

               (a)    An executed Assignment, Bill of Sale and Assumption Agreement for the
       PURCHASED ASSETS in substantially the form set forth in Exhibit 2(a) attached
       hereto (the “Bill of Sale”);

               (b)     An executed Assignment of SELLER’s rights under the FRANCHISE
       DOCUMENTS, substantially in the form set forth in Exhibit 2(b) attached hereto,
       unless, and to the extent that DUNKIN’ DONUTS and PURCHASER execute and
       deliver new and current forms of FRANCHISE DOCUMENTS;

               (c)    Copies of all of the ASSIGNED CONTRACTS and PERMITS being
       acquired at the Closing, including all attachments and amendments thereto to the extent
       in the foregoing are in TRUSTEE’s possession; and

               (d)    Bankruptcy Court Approval Order in substantially the form of Exhibit
       2(d) attached hereto.

        2.2    Deliveries by Purchaser. On the CLOSING DATE, or such other time as
specified below, PURCHASER shall deliver to TRUSTEE the following:

              (a)     The executed BILL OF SALE:

               (b)    An executed Assignment of FRANCHISE DOCUMENTS being acquired
       at the CLOSING, subject to Dunkin Donuts approval, in form and substance set forth in
       Exhibit 2 (b) attached hereto, unless, and to the extent that DUNKIN” DONUTS and
       PURCHASER execute and deliver new and current forms of FRANCHISE
       DOCUMENTS; and



                                                6

                                                                                        Page 30 of 43
               (c)     The PURCHASE PRICE.

                                          SECTION III

       SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF
TRUSTEE. TRUSTEE hereby represents, warrants and covenants that the following are true
and correct on the date hereof, and shall remain true and correct on each day up to and including
the CLOSING DATE:

        3.1     Organization. Based solely on certificates of good standing from the Secretary of
State of the State of New York, each entity comprising SELLER is either a limited liability
company or corporation existing and in good standing under the laws of the State of New York.

       3.2     Authorization. This Agreement has been duly executed and delivered by, and,
upon the entry of an approval order of the Bankruptcy Court, is the legal and binding obligation
of TRUSTEE and is enforceable in accordance with its terms.

        3.3    Leases and Assets. To TRUSTEE’s Knowledge, (i) except for the leases listed in
Schedules 1.2(c) and 1.2(d), SELLER is not a party to any written or oral lease or sublease of
real or personal property used in connection with the SHOPS, the COMMISSARY or the
PURCHASED ASSETS, and (ii) SELLER does not utilize, formally or informally, any other real
or personal property in connection with the SHOPS, the COMMISSARY or the PURCHASED
ASSETS.

        3.4     No Breach of Other Agreements. To TRUSTEE’s Knowledge, the execution and
delivery of this AGREEMENT and consummation of the transactions herein provided does not
conflict with or result in a breach of the terms and conditions of, accelerate any provision of, or
constitute a default under, any contract, promissory note or agreement to which SELLER is a
party or is bound.

         3.5    Title to Assets. To TRUSTEE’s Knowledge, based solely on TRUSTEE’s review
of SELLER’s books and records and schedules of SELLER filed with the Bankruptcy Court,
SELLER has and shall continue to have through the CLOSING DATE, good and marketable title
to all of the PURCHASED ASSETS.

        3.6     Insurance. TRUSTEE shall exercise commercially reasonable efforts to maintain
all insurance she currently maintains with respect to the SHOPS and the COMMISSARY for the
period through the CLOSING DATE.

        3.7      Broker’s Fee. To TRUSTEE’s Knowledge, SELLER is not, and shall not be a
party to, or in any way obligated under, any contract or agreement, oral or written, for the
payment of fees or expenses, to any broker or other party in connection with the origin,
negotiation, execution or consummation of this AGREEMENT, other than Keen Strategic
Advisors, LLC (“Keen”) as previously authorized by the Bankruptcy Court. PURCHASER shall
not be responsible for any commission or fee awarded Keen by the Bankruptcy Court.
TRUSTEE is not a party to, or in any way obligated under, any other contract or agreement, oral
or written, for the payment of fees or expenses, to any broker or other party in connection with
the origin, negotiation, execution or consummation of this AGREEMENT.


                                                 7

                                                                                         Page 31 of 43
        3.8     Compliance With Laws. From and after the date of this Agreement through the
CLOSING DATE, TRUSTEE shall use commercially reasonable efforts to cause SELLER to be
in substantial compliance in all material respects with all laws, regulations and orders applicable
to the SHOPS, the COMMISSARY and the PURCHASED ASSETS.

        3.9    Material Change. TRUSTEE has not, and to TRUSTEE’s Knowledge SELLER
has not, removed, permitted to be removed and will not remove any of the PURCHASED
ASSETS from the SHOPS or the COMMISSARY, except for actions taken in the ordinary
course of business or by Bankruptcy Court order.

        3.10 Ownership Rights. To TRUSTEE’s Knowledge, based on TRUSTEE’s review of
SELLER’s books and records and schedules of SELLER filed with the Bankruptcy Court,
SELLER is the sole owner of all rights in and to the respective franchises under which the
SHOPS and the COMMISSARY are operated, as evidenced by the FRANCHISE
DOCUMENTS, as well as all other rights of any nature whatsoever, directly or indirectly related
thereto, granted by DUNKIN’ DONUTS, and no other entity, person or persons have any such
rights whatsoever.

        3.11 Environmental Matters. TRUSTEE has not, and to TRUSTEE’s Knowledge
SELLER has not, received any written notice of any pending or threatened claim or investigation
by any governmental authority or any other person concerning potential liability of any of the
SELLER entities under any federal, state or local laws or regulations involving the disposal of
hazardous substances as the United States Environmental Protection Agency and the New York
State and County Department of Environmental Protection define that term. Except as disclosed
to PURCHASER, PURCHASER acknowledges that TRUSTEE has not performed any
environmental due diligence with respect to SELLER or the PURCHASED ASSETS, except as
otherwise disclosed to PURCHASER.

        3.12 Permits. To TRUSTEE’s Knowledge, Schedule 1.2(j) contains a complete list of
all PERMITS issued by any governmental authority relating to the PURCHASED ASSETS, the
SHOPS and the COMMISSARY. Except as specifically indicated on Schedule 1.2(h), none of
the PERMITS listed on Schedule 1.2(h) has, to TRUSTEE’s Knowledge, expired or been
suspended and a review by TRUSTEE of SELLER’s books and records does not indicate that
any of the SHOPS or the COMMISSARY are being operated without required permits.

       3.13    Employees.

               (a)     Based solely on TRUSTEE’s review of SELLER’s books and records
       made available to TRUSTEE and filings in the Bankruptcy Case, TRUSTEE will prior to
       Closing deliver to PURCHASER in writing, the following: (i) a listing, by location, of
       the names, titles and dates of hire of all of the employees of SELLER, (ii) a list of the
       current salaries and expected bonuses of each such employee, (iii) a list of all “employee
       benefit plans” (within the meaning of Section 3(3) of the Employee Retirement Income
       Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA, in
       which current or former employees of SELLER participate and (iv) a description of any
       employment agreement or other agreement pertaining to any such employee’s
       employment.


                                                 8

                                                                                         Page 32 of 43
        (b)     To TRUSTEE’s Knowledge, no union or other collective bargaining unit
has been certified as representing any of the employees of SELLER, nor has TRUSTEE
or, to TRUSTEE’s Knowledge, any SELLER agreed to recognize any union or other
collective bargaining unit.

3.14   Access; Records; Bankruptcy Papers and Reports.

        (a)     From and after the date hereof, TRUSTEE shall permit authorized
representatives of PURCHASER (including its accountants, advisors, financing sources,
consultants and legal counsel), upon reasonable notice and at reasonable times, to inspect
the PURCHASED ASSETS and their condition and to be provided commercially
reasonable access to TRUSTEE’s advisors and counsel, provided, that PURCHASER
shall not take any action which unreasonably interferes with the business operations of
the SHOPS and COMMISSARY prior to the CLOSING DATE. From and after the date
hereof, TRUSTEE shall exercise commercially reasonable efforts to give PURCHASER
and its authorized representatives, full access to those of SELLER’s books and records in
the possession or control of TRUSTEE relating to the PURCHASED ASSETS, the
SHOPS and the COMMISSARY as PURCHASER may reasonably request, permit
PURCHASER to make inspections thereof, and furnish PURCHASER with such
financial, tax and other operating data and other information as PURCHASER may
reasonably request. TRUSTEE hereby agrees that it will retain and will not destroy or
otherwise dispose of such materials without first providing PURCHASER with a
commercially reasonable opportunity to review and copy such materials. PURCHASER
acknowledges that through the date hereof, PURCHASER has been given commercially
reasonable access to the SHOPS and COMMISSARY to inspect the PURCHASED
ASSETS.

        (b)    From and after the date hereof until the CLOSING DATE, TRUSTEE
shall use commercially reasonable efforts to provide PURCHASER promptly with any
financial reports and information it has received or receives in the future regarding the
SHOPS, the COMMISSARY and the PURCHASED ASSETS.

3.15   Operation in the Ordinary Course.

        (a)     Prior to the CLOSING DATE, TRUSTEE shall use her commercially
reasonable efforts to operate the SHOPS and the COMMISSARY in the ordinary course
of business as the Trustee has operated the business in the Bankruptcy Case, subject to
the requirements of the Bankruptcy Code and the Bankruptcy Court, and in substantial
compliance with all applicable laws and regulations. In furtherance of and without
limiting the foregoing, TRUSTEE shall at all times from the date of this AGREEMENT
until the Closing use commercially reasonable efforts to (i) maintain and preserve all of
the physical PURCHASED ASSETS in the same condition as of the date hereof, ordinary
wear and tear excepted, (ii) maintain all food and non-food inventory, coffee, baking
ingredients, supplies, and paper goods on hand (which is part of the PURCHASED
ASSETS at customary levels through the Closing Date and (iii) perform all of SELLER’s
obligations under the ASSIGNED CONTRACTS, including the timely payment of all
amounts that become due under such contracts.


                                         9

                                                                                 Page 33 of 43
               (b)    Prior to the CLOSING DATE, TRUSTEE shall not, without the prior
       written consent of PURCHASER, sell, transfer, voluntarily mortgage, voluntarily
       encumber or otherwise dispose of any of the PURCHASED ASSETS other than in the
       ordinary course of business, execute any contract other than in the ordinary course of
       business or agree to or make any commitment to take any actions prohibited by this
       Section 3.15.

       3.16 Liens. To TRUSTEE’s Knowledge, except as listed in Schedule 3.16, there are
not any liens or encumbrances of any nature whatsoever on any of the PURCHASED ASSETS.

    3.17 Schedules. Within ten (10) days following the date of the execution of this
AGREEMENT, TRUSTEE shall deliver to PURCHASER completed Schedules to this
AGREEMENT, all of which shall be reasonably satisfactory to the PURCHASER.



                                         SECTION IV

       SECTION 4. CONDITIONS TO OBLIGATIONS OF TRUSTEE. The obligation of
TRUSTEE to consummate the transactions provided for herein are subject to the following
conditions:

        4.1     Representations. (i) All of the representations and warranties made herein by
PURCHASER shall be true and correct on the CLOSING DATE in all material respects, (ii) all
covenants and agreements to be complied with and performed by PURCHASER on or prior to
the CLOSING DATE shall have been timely complied with and performed in all material
respects and (iii) PURCHASER shall have delivered to TRUSTEE at the Closing a certificate,
dated the Closing Date, signed by its President certifying as to compliance with clauses (i) and
(ii) above.

        4.2     Court Approval. TRUSTEE’s obligation and ability to perform hereunder are
conditioned upon entry of an Order of the Bankruptcy Court approving the sale of the
PURCHASED ASSETS, including the assumption and assignment of all executory contracts
including but not limited to the REAL ESTATE LEASES and the FRANCHISE DOCUMENTS,
free and clear of all claims, liens and encumbrances under this AGREEMENT pursuant to
Bankruptcy Code Sections 363 and 365 and such Order becoming final and non-appealable. No
PURCHASED ASSET shall be deemed to have been assumed and assigned by TRUSTEE and
no PURCHASED ASSET shall be deemed to have been sold hereunder unless and until the
Bankruptcy Court has approved such transaction and such proposed transaction is in fact
consummated.



                                          SECTION V

     SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF
PURCHASER.



                                               10

                                                                                       Page 34 of 43
        PURCHASER represents, warrants and agrees that the following are true and correct on
the date hereof and shall remain true and correct on each day up to and including the CLOSING
DATE:

       5.1    Organization. PURCHASER is a ____________ duly organized, existing and in
good standing under the laws of the State of its formation.

        5.2     Authorization. PURCHASER shall have taken all necessary company action in
connection with the authorization, execution and delivery of this AGREEMENT and the
transactions provided for herein required under its certificate of incorporation, certificate/articles
of formation, limited liability company agreement, partnership agreement and/or by-laws. This
Agreement has been duly executed and delivered by, and is the legal and binding obligation of,
PURCHASER, enforceable in accordance with its terms.

         5.3    Challenge to this Agreement. There is no pending or threatened claim and/or suit
against PURCHASER by any person or party challenging the consummation by PURCHASER
of the transactions provided for herein.

       5.4     Brokers. PURCHASER is not a party to, or in any way obligated under, any
contract or agreement, oral or written, for payment of fees or expenses, other than legal and
accounting fees and expenses, to any broker or other party in connection with the origin,
negotiation, execution or consummation of the transactions contemplated by this AGREEMENT.

       5.5     Other Agreements. The execution and delivery of this AGREEMENT and the
consummation of the transactions provided for herein will not result in a breach of any terms or
provisions of, or constitute a default or permit acceleration of maturity under, any indenture,
mortgage, deed of trust, loan agreement or other agreement to which PURCHASER is a party or
is bound.

       5.6     Assumption of Obligations by PURCHASER. PURCHASER shall provide
adequate assurance of future performance as required under Section 365 of the Bankruptcy Code
with respect to the ASSIGNED CONTRACTS.

        5.7     Dunkin’ Donuts Approval. PURCHASER warrants and represents that it has and
will use its commercially reasonable and good faith efforts to obtain approval from DUNKIN’
DONUTS as a qualified DUNKIN’ DONUTS franchisee.

                                           SECTION VI

       SECTION 6. CONDITIONS TO OBLIGATIONS OF PURCHASER.

        The obligations of PURCHASER to consummate the transactions provided for herein are
subject to the following conditions:

      6.1     Representations. (i) All of the representations and warranties made herein by
TRUSTEE shall be true and correct on the CLOSING DATE in all material respects, (ii) all
covenants and agreements to be complied with and performed by TRUSTEE on or prior to the
CLOSING DATE shall have been timely complied with and performed in all material respects


                                                  11

                                                                                           Page 35 of 43
and (iii) TRUSTEE shall have delivered to PURCHASER at the Closing a certificate, dated the
Closing Date, certifying as to compliance with clauses (i) and (ii) above to TRUSTEE’s
Knowledge.

        6.2     Franchisor. With respect to DUNKIN’ DONUTS:

               (a)     DUNKIN’ DONUTS shall have consented to this AGREEMENT,
        including, but not limited to, approval of PURCHASER as a qualified franchisee for the
        FRANCHISE DOCUMENTS, by the consent in writing of DUNKIN’ DONUTS;
        provided that PURCHASER shall use its best reasonable efforts to obtain such approval;
        and

               (b)     DUNKIN’ DONUTS shall have entered into a Commissary Production
        License and Franchise Agreement with PURCHASER with respect to all SHOPS and the
        COMMISSARY.

        6.3     Court Order -Assets. The Bankruptcy Court shall have approved the sale of the
PURCHASED ASSETS to PURCHASER and entered an order (the “Sale Order”), which shall
contain, inter alia, (a) sufficient findings for the Bankruptcy Court to conclude that
PURCHASER is a “good faith” purchaser as said term is used in section 365(m) of the
Bankruptcy Code, and (b) a decretal paragraph authorizing the sale of the PURCHASED
ASSETS free and clear of all liens, claims, interests, rights, and encumbrances. No notice of
such waiver of this or any other condition of the Closing need be given except to PURCHASER
it being the intent of the parties hereto that the parties shall be entitled to, and are not waiving the
protections of Section 363(m) of the Bankruptcy Code, the mootness doctrine or any other
similar statute or body of law if the Closing occurs in the absent of the Sale Order becoming a
final, non-appealable order.

       6.4     Court Order -Assigned Contracts. The order of the Bankruptcy Court shall
authorize and approve the assumption and assignment of the ASSIGNED CONTRACTS to
PURCHASER.

        6.5     Cure Amounts. PURCHASER shall, on or before the Closing, pay to TRUSTEE
the aggregate amount necessary to cure any and all monetary defaults and breaches under the
ASSIGNED CONTRACTS (including establishing a necessary reserve for any disputed
amounts). TRUSTEE shall use such payments from PURCHASER solely to effectuate the
assumption and assignment to PURCHASER of each ASSIGNED CONTRACT in accordance
with the provisions of section 365 of the Bankruptcy Code. All undisputed cure amounts with
respect to the ASSIGNED CONTRACTS to be acquired by PURCHASER at the Closing
(including without limitation any costs required to effect the assignment of such ASSIGNED
CONTRACTS, including without limitation the payment of the attorney’s fees of any landlords,
lessors or licensors under the REAL ESTATE LEASES to be acquired by PURCHASER at the
Closing and the costs of any environmental tests) shall have been paid in full by TRUSTEE or
reserved for payment in full by TRUSTEE at Closing. No dispute regarding Cure Amounts shall
delay CLOSING, and PURCHASER shall be required to consummate the CLOSING
notwithstanding any pending dispute; provided however, that TRUSTEE shall reserve in a




                                                  12

                                                                                             Page 36 of 43
segregated escrow account with TRUSTEE’s counsel an amount sufficient to pay the entire Cure
Amount pending resolution of any dispute regarding cure amounts.

        6.6      Taxes and Filing of Tax Returns. All sales, use, transfer, stamp and documentary
taxes or fees, if any, payable in connection with the sale, conveyance, assignments, transfers and
deliverables to be made to hereunder shall be paid by the PURCHASER, either directly or by
credit to the TRUSTEE. TRUSTEE shall have exercised her commercially reasonable efforts to
obtain an exemption with respect to all sales, transfer, stamp, bulk sale and similar taxes pursuant
to 11 U.S.C. Section 1146(a).

        6.7    No Financing Contingency. This AGREEMENT contemplates an all-cash
transaction. This AGREEMENT is not contingent upon PURCHASER obtaining third-party
financing for any portion of the PURCHASE PRICE, and failure of PURCHASER to obtain any
such financing shall not be a ground to terminate this AGREEMENT pursuant to Section 7
hereof.

       6.8     No Material Adverse Change. Since the date hereof, there shall not have been
any material adverse change in the condition, financial condition, prospects or results of
operations of the PURCHASED ASSETS, the SHOPS or the COMMISSARY, taken as a whole.

                                          SECTION VII

       SECTION 7. TERMINATION.

       7.1    Right to Terminate Prior to Closing. This Agreement may be terminated before
the Closing occurs only as follows:

               (a)    By PURCHASER or by TRUSTEE, if the Closing shall not have occurred
       for any reason on or before the earlier to occur of (i) the outside date for Closing
       specified in Section 1.1 hereof or (ii) [January 15, 2008.]

              (b)     By PURCHASER, if (i) the Bankruptcy Court orders described in
       Sections 6.3 and 6.4 hereof have not been entered by [January 15, 2008.]

               (c)      By PURCHASER or by TRUSTEE, upon the material breach by the other
       party hereto of any provision of this AGREEMENT, which breach is not cured within
       twenty (20) days following written notice to the breaching party of such breach.
       Notwithstanding the above, should either PURCHASER or TRUSTEE assert that the
       other party has materially breached this AGREEMENT, and the other party disputes such
       assertion, the right to terminate hereunder shall be subject to further Order of the
       Bankruptcy Court.

               (d)    By PURCHASER or TRUSTEE in the event that TRUSTEE elects not to
       seek approval of the sale of the PURCHASED ASSETS to PURCHASER or otherwise
       enters into any transaction that is materially inconsistent with this AGREEMENT.

              (e)     By PURCHASER of TRUSTEE in the Bankruptcy Court approves a
       higher and better offer for the PURCHASED ASSETS; or


                                                13

                                                                                         Page 37 of 43
               (f)     By the mutual written agreement of PURCHASER and TRUSTEE at any
       time prior to the Closing Date.

                                          SECTION VIII

       SECTION 8. MISCELLANEOUS.

        8.1  Survival. All representations, warranties, terms and conditions set forth in this
AGREEMENT to be made or performed at the Closing shall survive the execution and delivery
of this AGREEMENT until the Closing.

        8.2     Successors and Assigns. This Agreement shall be binding upon, and inure to the
benefit of, TRUSTEE and PURCHASER and each of their respective successors and assigns
and, pursuant to the Bankruptcy Court order referred to in Sections 6.3 and 6.4 hereof, each
SELLER entity and each of their respective successors and assigns. In furtherance of the above
and not in limitation thereof, PURCHASER shall have the right to assign its rights under this
AGREEMENT, in whole or in part, to one or more subsidiaries or affiliates thereof, including
without limitation the right to assign to individual subsidiaries or affiliates the right to purchase
the PURCHASED ASSETS pertaining to individual SHOPS and the COMMISSARY.

       8.3     Notices. All notices necessary or desirable to be given hereunder shall be in
writing and delivered in person or sent by registered mail, return receipt requested, or overnight
delivery by a nationally recognized courier, if to TRUSTEE, addressed to TRUSTEE at:

                               DRINKER BIDDLE & REATH LLP, Attorneys
                               for the Trustee
                               140 Broadway – 39th Floor
                               New York, New York 10005
                               (212) 248-3140
                               Attn: Stephanie Wickouski, Esq.

with copies to:                JANICE B. GRUBIN, ESQ., TRUSTEE
                               Drinker Biddle & Reath LLP
                               140 Broadway – 39th Floor
                               New York, New York 10005
                               (212) 248-3140


and if to PURCHASER, addressed to PURCHASER at:


with copies to:


with copies of all notices necessary or desirable to be given by and between PURCHASER and
TRUSTEE and/or with respect to any notices by any party to DUNKIN’ DONUTS necessary or
desirable under this AGREEMENT to and or to such other address as is stated in a notice given


                                                  14

                                                                                           Page 38 of 43
in compliance herewith. Any notice given in accordance with the foregoing shall be deemed to
have been given on the day received or refused by the intended recipient.

        8.4     Headings. The various headings used in this AGREEMENT as headings of
sections or otherwise are for convenience only and shall not be used in interpreting or limiting
the text in which they appear.

        8.5    Severability. The invalidity of any provision of this AGREEMENT shall not
impair the validity of any other provision. If any provision of this AGREEMENT is determined
to be unenforceable by a court of competent jurisdiction, if possible, such provision shall be
amended by the parties to the extent necessary to make the provision, as so amended, legal,
valid, binding and enforceable.

       8.6     Governing Law. This AGREEMENT shall be construed and interpreted in
accordance with the internal laws of the State of New York and the Bankruptcy Code which shall
govern the validity of this AGREEMENT.

       8.7     Dispute Resolution. Any and all disputes related to this AGREEMENT shall be
adjudicated solely by the Bankruptcy Court. By execution of this AGREEMENT, TRUSTEE
and PURCHASER expressly and irrevocably consent to exclusive jurisdiction by and venue in
the Bankruptcy Court.

       8.8     Entire Agreement. This Agreement, together with the exhibits, schedules and
annexes hereto and the other documents to be executed at Closing sets forth the entire agreement
and understanding of the parties hereto and supersedes any and all written or oral agreements or
representations between parties hereto relating to the transactions contemplated by this
AGREEMENT or related documents.

       8.9    Exhibits and Schedules. All exhibits and schedules attached hereto are hereby
incorporated herein by reference, with the same effect as if set forth fully herein.

       8.10 Franchise Documents. Nothing contained herein shall amend or modify the terms
and provisions of the FRANCHISE DOCUMENTS.

        8.11 Further Cooperation. TRUSTEE and PURCHASER agree to cooperate with one
another prior to, on and after the CLOSING DATE by furnishing any additional information and
by executing and delivering any additional documents, as may be reasonably required by their
respective counsel, in order to transfer or further perfect title to the PURCHASED ASSETS, the
SHOPS and the COMMISSARY in PURCHASER and to otherwise satisfy all conditions to
Closing and effect and complete all transactions contemplated by this AGREEMENT. In the
event that stay of either of any Bankruptcy Court order entered in connection with this
AGREEMENT is sought or any of such orders are appealed, each of TRUSTEE and
PURCHASER shall use their commercially reasonable efforts to oppose such request for a stay
or defend any such appeal, as applicable. TRUSTEE and PURCHASER shall provide one
another with all information reasonably requested by the other in connection with such actions.

       8.12 Adjustments. The Purchase Price payable at the CLOSING shall be subject to the
following credits and adjustments:


                                                15

                                                                                        Page 39 of 43
               (a)     Any rents, additional rents, prepaid items, and other applicable items with
       respect to the ASSIGNED CONTRACTS being assigned shall be prorated. TRUSTEE
       shall assign to PURCHASER all unused security deposits with respect to the REAL
       ESTATE LEASES being assigned and shall receive a credit in the amount thereof with
       respect to the PURCHASE PRICE (except with respect to any additional security
       deposits which PURCHASER is required to pay).

               (b)     Ad valorem real and tangible personal property taxes with respect to the
       ASSETS being assigned for the calendar year in which the CLOSING occurs shall be
       prorated between SELLER and PURCHASER as of the CLOSING DATE, based upon
       amounts accrued or paid with respect to periods prior to or after the CLOSING DATE on
       the basis of no applicable discount. If the amount of such taxes with respect to any of the
       PURCHASED ASSETS being assigned for the calendar year in which the CLOSING
       occurs has not been determined as of the CLOSING DATE, then the taxes with respect to
       such PURCHASED ASSETS for the preceding calendar year, on the basis of no
       applicable discount, shall be used to calculate such prorations, with known changes in
       valuation applied. The prorated taxes shall be an adjustment to the amount of cash due
       from PURCHASER at the CLOSING. If the actual total aggregate amount of any such
       taxes varies by more than $5,000 from estimates used at the CLOSING to prorate such
       taxes, then the parties shall re-prorate such taxes within ten (10) days following request
       by either party based on the actual amount of the tax bill. Payment by TRUSTEE or
       PURCHASER pursuant to such re-proration shall be made within five (5) days following
       the determination of the amount of such re-proration.

         8.13 Utilities. At or after CLOSING, TRUSTEE will arrange to cancel SELLER’s
utility services for the SHOPS and/or COMMISSARY being purchased at such CLOSING and
request a return of its deposit for such services. PURCHASER agrees promptly after the
CLOSING to open its own account with the relevant utilities provider for the applicable SHOPS
purchased including depositing its own deposit if required. In the event that PURCHASER is
unable to convert to its own utility service, TRUSTEE shall maintain the service until
PURCHASER converts the service into its name. PURCHASER agrees to use its commercially
reasonable efforts to convert the service.

       8.14 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.

        8.15 Notice of Breach; Disclosure. Each party shall promptly notify the other of (i)
any event, condition or circumstance of which such party becomes aware after the date hereof
and prior to the CLOSING DATE that would constitute a violation or breach of this
AGREEMENT (or a breach of any representation or warranty contained herein) or, if the same
were to continue to exist as of the CLOSING DATE would constitute the non-satisfaction of any
of the conditions set forth in Sections 4 and 6 hereof, as the case may be or (ii) any event,
occurrence, transaction, or other item of which such party becomes aware which would have
been required to have been disclosed on any schedule or statement delivered hereunder had such
event, occurrence, transaction or item existed as of the date hereof, provided that such schedule
or statement shall not be deemed to be amended or updated by virtue of such notice.


                                                16

                                                                                        Page 40 of 43
       8.16 Definition of “Knowledge”. For purposes of this Agreement, “Knowledge” shall
mean the actual knowledge of TRUSTEE.

       8.17 Waiver. The failure of any party to enforce any provision hereof shall not be
construed as a waiver, nor affect the ability of any party to enforce the provisions hereof. Any
waiver, to be effective, shall be in writing making specific reference to the rights waived and
signed by the party entitled to enforce such right.

       8.18 Access. Following CLOSING, PURCHASER shall provide TRUSTEE
reasonable access to the books and records of the SHOPS and the COMMISSARY as is needed
by TRUSTEE to comply with laws, including the filing of tax returns.




                                    [Signatures on next page]




                                                17

                                                                                        Page 41 of 43
       IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto
have caused this AGREEMENT to be executed as of the day and year first above written.

                                          KMA I INC.


                                          By:
                                                Janice B. Grubin, as Trustee for KMA I, Inc.


                                          KMA II INC.


WITNESS:                                  By:
                                                Janice B. Grubin, as Trustee for KMA II, Inc.


                                          KMA III INC.


WITNESS:                                  By:
                                                Janice B. Grubin, as Trustee for KMA III, Inc.


                                          FOOD MANAGEMENT GROUP, LLC


WITNESS:                                  By:
                                                Janice B. Grubin, as Trustee for Food
                                                Management Group, LLC


                                          BRONX DONUT BAKERY INC.


WITNESS:                                  By:
                                                Janice B. Grubin, as Trustee for Bronx Donut
                                                Bakery, Inc.


                                          [PURCHASER]


WITNESS:                                  By:




                                           18

                                                                                    Page 42 of 43
1.2(a) Real Property

1.2(b) Franchise Rights

1.2(c) Real Estate Leases

1.2(d) Equipment and Vehicle Leases

1.2(e) Agreements

1.2(f) Owned Equipment and Motor Vehicles

1.2(g) Intangible Property

1.2(h) Permits

1.10     Allocation of Purchase Price among PURCHASED ASSETS

3.16     Liens



Exhibits

2(a)     Assignment, Assumption and Bill of Sale

2(b)     Assignment of Franchise Documents

2(c)     Bankruptcy Court Approval Order




CH02/ 22502188.9




                                              19

                                                               Page 43 of 43

				
DOCUMENT INFO
Description: List of Us Bankruptcy Trustees document sample