Voluntary Petition For Non-Individuals Filing For Bankruptcy

Case 20-33752 Document 1 Filed in TXSB on 07/29/20 Page 1 of 20
Fill in this information to identify the case:
United States Bankruptcy Court for the:

Southern District of Texas
(State) ☐ Check if this is an
Case number (if known): Chapter 11 amended filing
Official Form 201

Voluntary Petition for Non-Individuals Filing for
Bankruptcy 04/20
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the
case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is
available.
1. Debtor’s Name California Pizza Kitchen, Inc.
N/A
2. All other names debtor used
in the last 8 years
Include any assumed names,

trade names, and doing
business as names
3. Debtor’s federal Employer

Identification Number (EIN) 95-4040623
4. Debtor’s address Principal place of business Mailing address, if different from principal place
of business
12181 Bluff Creek Drive
Number Street Number Street
5 Floor
th
P.O. Box
Playa Vista, California 90094

City State Zip Code City State Zip Code
Location of principal assets, if different from

principal place of business
Los Angeles County
County Number Street
City State Zip Code
5. Debtor’s website (URL) http://www.cpk.com
6. Type of debtor ☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
☐ Partnership (excluding LLP)
☐ Other. Specify:
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1
Debtor California Pizza Kitchen, Inc. Case number (if known)
Name
A. Check One:
7. Describe debtor’s business
☐ Health Care Business (as defined in 11 U.S.C. § 101(27A))
☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
☐ Railroad (as defined in 11 U.S.C. § 101(44))
☐ Stockbroker (as defined in 11 U.S.C. § 101(53A))
☐ Commodity Broker (as defined in 11 U.S.C. § 101(6))
☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))
☒ None of the above
B. Check all that apply:

☐ Tax-exempt entity (as described in 26 U.S.C. § 501)
☐ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.
§ 80a-3)
☐ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))
C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
722511 (Full Service Restaurants)
8. Under which chapter of the Check One:

Bankruptcy Code is the
debtor filing? ☐ Chapter 7
☐ Chapter 9
A debtor who is a “small ☒ Chapter 11. Check all that apply:

business debtor” must
☐ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its
check the first sub-box. A aggregate noncontingent liquidated debts (excluding debts owed to insiders or
debtor as defined in § affiliates) are less than $2,725,625. If this sub-box is selected, attach the most recent
1182(1) who elects to balance sheet, statement of operations, cash-flow statement, and federal income tax
proceed under subchapter return or if any of these documents do not exist, follow the procedure in 11 U.S.C. §
V of chapter 11 (whether or 1116(1)(B).
not the debtor is a “small
☐ The debtor is a debtor as defined in 11 U.S.C. § 1182(1). Its aggregate noncontingent
business debtor”) must
liquidated debts (excluding debts owed to insiders or affiliates) are less than $7,500,000
check the second sub-box. and it chooses to proceed under Subchapter V of Chapter 11. If this sub-box is
selected, attach the most recent balance sheet, statement of operations, cash-flow
statement, and federal income tax return or if any of these documents do not exist,
follow the procedure in 11 U.S.C. § 1116(1)(B).
☒ A plan is being filed with this petition.
☐ Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).
☐ The debtor is required to file periodic reports (for example, 10K and 10Q) with the
Securities and Exchange Commission according to § 13 or 15(d) of the Securities
Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals
Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form.
☐ The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
12b-2.
☐ Chapter 12
9. Were prior bankruptcy cases ☒ No

filed by or against the debtor ☐ Yes. District When Case number
within the last 8 years? MM/DD/YYYY
If more than 2 cases, attach a District When Case number
separate list. MM/DD/YYYY
Name
10. Are any bankruptcy cases ☐ No

pending or being filed by a ☒ Yes. Relationship Affiliate
Debtor See Rider 1
business partner or an
affiliate of the debtor? District Southern District of Texas
List all cases. If more than 1, When 07/29/2020
attach a separate list. Case number, if known _______________________ MM / DD / YYYY
11. Why is the case filed in this Check all that apply:
district?
☐ Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other
district.
☒ A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.
12. Does the debtor own or have ☒ No

possession of any real ☐ Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.
property or personal property
that needs immediate Why does the property need immediate attention? (Check all that apply.)
attention?
☐ It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or
safety.
What is the hazard?
☐ It needs to be physically secured or protected from the weather.
☐ It includes perishable goods or assets that could quickly deteriorate or lose value without
attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
assets or other options).
☐ Other
Where is the property?

Number Street
City State Zip Code
Is the property insured?

☐ No
☐ Yes. Insurance agency
Contact name
Phone
Statistical and administrative information
13. Debtor's estimation of Check one:

available funds
☒ Funds will be available for distribution to unsecured creditors.
☐ After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.
14. Estimated number of ☐ 1-49 ☐ 1,000-5,000 ☐ 25,001-50,000

creditors1 ☐ 50-99 ☐ 5,001-10,000 ☐ 50,001-100,000
☐ 100-199 ☒ 10,001-25,000 ☐ More than 100,000
☐ 200-999
1 The Debtors’ estimated assets, liabilities, and number of creditors noted here are provided on a consolidated basis.
Name
15. Estimated assets ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion

☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☐ $1,000,000,001-$10 billion
☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion
☐ $500,001-$1 million ☒ $100,000,001-$500 million ☐ More than $50 billion
16. Estimated liabilities ☐ $0-$50,000 ☐ $1,000,001-$10 million ☒ $500,000,001-$1 billion

☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☐ $1,000,000,001-$10 billion
☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion
☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion
Request for Relief, Declaration, and Signatures
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
17. Declaration and signature of The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
authorized representative of petition.
debtor
I have been authorized to file this petition on behalf of the debtor.
I have examined the information in this petition and have a reasonable belief that the information is true and
correct.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on 07/29/2020
MM/ DD / YYYY
 /s/ James Hyatt James Hyatt

Signature of authorized representative of debtor Printed name
Title Chief Executive Officer
18. Signature of attorney  /s/ Matthew D. Cavenaugh Date 07/29/2020

Signature of attorney for debtor MM/DD/YYYY
Matthew D. Cavenaugh
Printed name
Jackson Walker L.L.P.
Firm name
1401 McKinney Street, Suite 1900
Number Street
Houston Texas 77010
City State ZIP Code
(713) 752-4200 [email protected]
Contact phone Email address
24062656 Texas
Bar number State

,
United States Bankruptcy Court for the:
Southern District of Texas
(State) ☐ Check if this is an
Case number (if amended filing
known): Chapter 11
Rider 1
Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor
On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition in
the United States Bankruptcy Court for the Southern District of Texas for relief under chapter 11 of title 11
of the United States Code. The Debtors have moved for joint administration of these cases under the case
number assigned to the chapter 11 case of California Pizza Kitchen, Inc.
California Pizza Kitchen Inc.

California Pizza Kitchen of Annapolis, Inc.
CPK Holdings Inc.
CPK Hospitality, LLC
CPK Hunt Valley, Inc.
CPK Management Company
CPK Spirits LLC
CPK Texas, LLC
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
CALIFORNIA PIZZA KITCHEN, INC., ) Case No. 20-___________(___)
)
Debtor. )
)
LIST OF EQUITY SECURITY HOLDERS1
Debtor Equity Holders Address of Equity Holder Percentage of

Equity Held
12181 Bluff Creek Drive, 5th
California Pizza
CPK Holdings Inc. Floor, Playa Vista, California 100%
Kitchen, Inc.
90094
1 This list serves as the disclosure required to be made by the debtor pursuant to rule 1007 of the Federal
Rules of Bankruptcy Procedure. All equity positions listed indicate the record holder of such equity as
of the date of commencement of the chapter 11 case.
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
CALIFORNIA PIZZA KITCHEN, INC., ) Case No. 20-___________(___)
)
Debtor. )
)
CORPORATE OWNERSHIP STATEMENT
Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the
following are corporations, other than a government unit, that directly or indirectly own 10% or more of any
class of the debtor’s equity interest:
Shareholder Approximate Percentage of Shares Held
CPK Holdings Inc. 100%


Debtor name: California Pizza Kitchen Inc., et al.,
United States Bankruptcy Court for the: Southern District of Texas
Case number (If known): ______________ ¨
Official Form 204

Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 30 Largest Unsecured Claims
and Are Not Insiders 4/22
A list of creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as
defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 30 largest unsecured
claims.
Amount of unsecured claim
Nature of the claim (for if the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill
Name of creditor and complete mailing address, example, trade debts, bank Indicate if claim is contingent, in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim.
Name, telephone number, and email address of creditor contact
including zip code loans, professional services, unliquidated, or disputed
Total claim, if Deduction for value Unsecured claim
and government contracts)
partially secured of collateral or setoff
SIMON PROPERTY GROUP, INC. ATTN: JUSTIN STEIN

225 WEST WASHINGTON STREET
1 LANDLORD $2,865,798
INDIANAPOLIS, IN 46204 Phone: 212-745-9610
Email: [email protected]
SYSCO CORPORATION ATTN: KEVIN HOURICAN

1390 ENCLAVE PARKWAY CHIEF EXECUTIVE OFFICER
2 TRADE PAYABLE $2,848,577
HOUSTON, TX 77077-2099
Phone: 281-584-1390
BROOKFIELD ASSET MANAGEMENT ATTN: KEITH ISSELHARDT

250 VESEY STREET, 15TH FLOOR
3 LANDLORD $2,737,040
NEW YORK, NY 10281-1023 Phone: 315-569-9812
WESTFIELD PROPERTY MANAGEMENT LLC ATTN: JOHN MILLER

2049 CENTURY PARK EAST 41ST FLOOR
4 LANDLORD $1,854,422
LOS ANGELES, CA 90067 Phone: 310-401-4343
FRESHPOINT INC.
ATTN: ROBERT GORDON
5900 N. GOLDEN STATE BLVD.
5 PRESIDENT AND CHIEF EXECUTIVE OFFICER TRADE PAYABLE $1,579,775
TURLOCK, CA 95382
TAUBMAN CENTERS, INC. ATTN: MICHELE WALTON

200 E. LONG LAKE ROAD, SUITE 300
6 LANDLORD $1,316,840
BLOOMFIELD HILLS, MI 48304-2324 Phone: 248-792-1697

MACERICH ATTN: BILL PALMER

401 WILSHIRE BOULEVARD, SUITE 700
7 LANDLORD $1,267,392
SANTA MONICA, CA 90401 Phone: 585-249-4421
THE IRVINE COMPANY LLC ATTN: DOUG STUBBLEFIELD

550 NEWPORT CENTER DRIVE
8 LANDLORD $703,067
NEWPORT BEACH, CA 92660 Phone: 949-720-2536
STARWOOD RETAIL PARTNERS ATTN: BILL CIKALO

1 EAST WACKER, SUITE 3600
9 LANDLORD $620,595
CHICAGO, IL 60601 Phone: 312-283-5121
COLE CP/ VEREIT REAL ESTATE, LP ATTN: ROBIN MORA

4700 WILSHIRE BOULEVARD
10 LANDLORD $608,356
LOS ANGELES, CA 90010 Phone: 602-513-0462
WASSERSTROM COMPANY ATTN: RODNEY WASSERSTROM

4500 E BROAD ST CHIEF EXECUTIVE OFFICER
11 TRADE PAYABLE $583,652
COLUMBUS, OH 43213
Phone: 614-228-6525
THE FORBES COMPANY ATTN: HANS WOLF

100 GALLERIA OFFICENTRE, SUITE 427
SOUTHFIELD, MI 48034-8430 Phone: 312-339-6395
FOREST CITY REALTY

ATTN: KEITH ISSELHARDT
C/O BROOKFIELD ASSET MANAGEMENT INC.
13 250 VESEY STREET, 15TH FLOOR LANDLORD $498,271
Phone: 315-569-9812
NEW YORK, NY 10007
FOX INTERACTIVE MEDIA ATTN: DENISE ECCLESTON

407 N MAPLE DR
BEVERLY HILLS, CA 90210 Phone: 917-664-4765

Y. HATA AND CO LIMITED

ATTN: RUSSELL HATA
285 SAND ISLAND ACCESS RD
15 CHAIRMAN AND CHIEF EXECUTIVE OFFICER TRADE PAYABLE $407,682
HONOLULU, HI 96819
CBL PROPERTIES ATTN: HOWARD GRODY

2030 HAMILTON PLACE BLVD.
CHATTANOOGA, TN 37421 Phone: 423-667-8485
CONSOLIDATED THEATRES MANAGEMENT, INC.

C/O READING INTERNATIONAL, INC. ATTN: GABRIELA MEDFORD
17 5995 SEPULVEDA BLVD SUITE 300 LANDLORD $337,218
CULVER CITY, CA 90230 Email: [email protected]
BAIN DIGITAL MARKETING LLC

ATTN: JOHN GRUDNOWSKI
131 DARTMOUTH STREET
18 EXPERT VICE PRESIDENT TRADE PAYABLE $293,955
BOSTON, MA 02116
VESTAR CAPITAL PARTNERS ATTN: JEFF AXTELL

2425 E. CAMELBACK ROAD SUITE 750
PHOENIX, AZ 85016 Phone: 562-938-1722
BP PRUCENTER ACQUISITION LLC

C/O BOSTON PROPERTIES LIMITED PARTNERSHIP ATTN: SYDNEY RODENSTEIN
20 800 BOYLSTON STREET, SUITE 1900 LANDLORD $273,942
BOSTON, MA 02199-8103 Email: [email protected]
OPINIONATED GROUP
ATTN: MARK FITZLOFF
116 NE 6TH AVE #300
21 FOUNDER/ CREATIVE DIRECTOR TRADE PAYABLE $252,979
PORTLAND, OR 97232
ZURICH U.S.
ATTN: KATHLEEN SAVIO
1299 ZURICH WAY ZAIC
22 CHIEF EXECUTIVE OFFICER TRADE PAYABLE $247,922
SCHAUMBURG, IL 60196
ATLANTIC TOWN CENTER, L.L.C.

ATTN: NICK GARZIA
3280 PEACHTREE ROAD, NE, 20TH FLOOR
ATLANTA, GA 30305

H&H RETAIL OWNER

ATTN: PATRICIA APEL
6801 HOLLYWOOD BLVD, STE 170
HOLLYWOOD, CA 90028-9117
GLIMCHER
C/O WASHINGTON PRIME GROUP ATTN: SEAN MCMAHON
25 180 EAST BROAD STREET LANDLORD $217,524
COLUMBUS, OH 43215 Email: [email protected]
NCR CORPORATION ATTN: MICHAEL HAYFORD

864 SPRING ST NW PRESIDENT AND CHIEF EXECUTIVE OFFICER
ATLANTA, GA 30308
Phone: 937-445-1936
TURNER DUCKWORTH ATTN: JOANNE CHAN

375 HUDSON STREET, 16TH FLOOR CHIEF EXECUTIVE OFFICER
NEW YORK , NY 10014
Phone: 212-463-2400
ATTN: GREG MARCH

NOBLE PEOPLE
CHIEF EXECUTIVE OFFICER
13 CROSBY STREET #402
NEW YORK, NY 10013
Phone: 646-326-8515
FAIRBOURNE PROPERTIES
ATTN: MICHAEL WETHINGTON
ONE EAST WACKER DRIVE, SUITE 3110
CHICAGO, IL 60601
AMERICAN ASSETS
ATTN: CHRIS SULLIVAN
11455 EL CAMINO REAL, SUITE 200
SAN DIEGO, CA 92130
Phone: 858-350-2584
Fill in this information to identify the case and this filing:
Debtor Name California Pizza Kitchen, Inc.
United States Bankruptcy Court for the: Southern District of Texas
(State)
Case number (If known):
Official Form 202

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and
submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in
the document, and any amendments of those documents. This form must state the individual’s position or relationship to the
debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property
by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18
U.S.C. §§ 152, 1341, 1519, and 3571.
Declaration and signature
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the
partnership; or another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information is true
and correct:
☐ Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)

☐ Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
☐ Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
☐ Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)
☐ Schedule H: Codebtors (Official Form 206H)
☐ Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)
☐ Amended Schedule
☒ Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders
(Official Form 204)
☒ Other document that requires a declaration List of Equity Security Holders and Corporate Ownership
Statement
I declare under penalty of perjury that the foregoing is true and correct.
Executed on
 /s/ James Hyatt
07/29/2020
MM/ DD/YYYY Signature of individual signing on behalf of debtor
James Hyatt
Printed name
Chief Executive Officer
Position or relationship to debtor
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors
SECRETARY CERTIFICATE
July 29, 2020
The undersigned, Anne Jollay, as the secretary or the authorized signatory, as applicable, of,
California Pizza Kitchen, Inc., California Pizza Kitchen of Annapolis, Inc., CPK Holdings Inc.,
CPK Hospitality, LLC, CPK Hunt Valley, Inc., CPK Management Company, CPK Spirits, LLC,
and CPK Texas, LLC (each, a “Company” and, collectively, the “Companies”), hereby certifies
as follows:
1. I am the duly qualified and elected chief executive officer or authorized signatory, as
applicable, of the Companies and, as such, I am familiar with the facts herein certified
and I am duly authorized to certify the same on behalf of the Companies.
2. Attached hereto is a true, complete, and correct copy of the resolutions of the Companies’
boards of directors, the manager, or sole member, as applicable (collectively,
the “Board”), duly adopted at a properly convened and joint meeting of the Board of
July 29, 2020, in accordance with the applicable limited liability company agreements,
operating agreement, bylaws, or similar governing document (in each case as amended or
amended and restated) of each Company.
3. Since their adoption and execution, the resolutions have not been modified, rescinded, or
amended and are in full force and effect as of the date hereof, and the resolutions are the
only resolutions adopted by the Board relating to the authorization and ratification of all
corporate actions taken in connection with the matters referred to therein.
[Signature page follows]

IN WITNESS WHEREOF, I have hereunto set my hand on behalf of the Companies as of

the date hereof.
California Pizza Kitchen, Inc.

California Pizza Kitchen of Annapolis, Inc.
CPK Holdings Inc.
CPK Hospitality, LLC
CPK Hunt Valley, Inc.
CPK Management Company
CPK Spirits, LLC
CPK Texas, LLC
By: ______________________________
Name: Anne Jollay
Title: Authorized Signatory
[Signature Page to Secretary Certificate]

RESOLUTIONS OF THE BOARDS OF DIRECTORS,

BOARDS OF MANAGERS, SOLE MANAGERS, MEMBERS,
SOLE MEMBER AND MANAGERS, LIMITED PARTNERS
AND OTHER GOVERNING BODIES
July 29, 2020
Effective as of the date written above, the members of the respective board of directors or
board of managers, the sole member or other governing body (each, a “Governing Body”), as
applicable, of each of the entities listed on Annex A attached hereto (each a “Company” and
collectively, the “Companies”) hereby take the following actions and adopt the following
resolutions set forth below, pursuant to the bylaws, limited liability company agreement, limited
partnership agreement or similar document of each respective Company (as amended, restated or
modified from time to time, as applicable, the “Governing Document”) and the laws of the state
of formation or organization of each Company as set forth next to each Company’s name on
Annex A.
RESTRUCTURING SUPPORT AGREEMENT, CHAPTER 11 CASES, AND

RETENTION OF PROFESSIONALS
WHEREAS, the Governing Body of each Company has reviewed and considered
presentations by the management and the financial and legal advisors (collectively,
the “Advisors”) of the Companies regarding (i) the liabilities and liquidity of each Company, the
strategic alternatives available to it and the effect of the foregoing on each Company’s business
and (ii) certain proposed restructuring and recapitalization transactions involving Lenders (as
defined below) with respect to the Companies’ capital structure (the “Restructuring
Transactions”);
WHEREAS, the Governing Body of each Company has had the opportunity to consult
with the management and the Advisors and to fully consider the Restructuring Transactions and
other strategic alternatives available to such Company and deems it advisable and in the best
interests of such Company to consummate the Restructuring Transactions pursuant to and to enter
into that certain restructuring support agreement, by and among the Companies and the Consenting
Stakeholders (as defined therein), in substantially the form presented to each Governing Body on
or in advance of the date hereof (the “Restructuring Support Agreement”);
WHEREAS, on July 29, 2020, the Governing Body of each Company, pursuant to that
certain unanimous written consent dated July 29, 2020, previously have approved the Companies’
entry into the DIP Credit Agreement and Loan Documents (as defined therein);
WHEREAS, in connection with the consummation of the Restructuring Transactions, the

Governing Body of each Company deems it is advisable and in the best interests of such Company,
after considering the interests of its creditors and other parties in interest, that such Company file
a voluntary petition for relief (the “Chapter 11 Case”) under the provisions of chapter 11 title 11
of the United States Code (the “Bankruptcy Code”) in the bankruptcy court for the Southern
District of Texas (the “Bankruptcy Court”) and/or any other petition for relief or recognition or
other order that may be desirable under applicable law in the United States.
NOW, THEREFORE, BE IT RESOLVED, that the form, terms and provisions of the
Restructuring Support Agreement be, and hereby are, approved, adopted, ratified and confirmed
in all respects;
FURTHER RESOLVED, that any of the Chief Executive Officer, Chief Financial
Officer, any Executive Vice President, General Counsel, Secretary or any other duly appointed
officer of each Company (collectively, the “Authorized Signatories”), acting alone or with one or
more other Authorized Signatories be, and each of them here is, authorized, empowered and
directed to execute, deliver and cause the performance of, in the name and on behalf of the
Companies, as applicable, the Restructuring Support Agreement, with such changes therein,
deletions therefrom or additions thereto, as any of the Authorized Signatories, acting in good faith,
shall approve, the execution and delivery thereof to be conclusive evidence of the approval thereof
by such Authorized Signatory;
FURTHER RESOLVED, that each Company shall be, and hereby is, in all respects,
authorized to file, or cause to be filed, the Chapter 11 Case in the Bankruptcy Court and/or file or
cause to be filed any other petition for relief or recognition or other order in connection with the
Restructuring Transactions;
FURTHER RESOLVED, that any of the Authorized Signatories, acting alone or with one
or more other Authorized Signatories be, and they hereby are, authorized, empowered and directed
to execute and file on behalf of each Company all petitions, schedules, lists and other motions,
papers or documents and to take any and all action that they deem necessary or proper to obtain
such relief, including, without limitation, any action necessary to maintain the ordinary course
operation of such Company’s business.
FURTHER RESOLVED, that each of the Companies are hereby authorized to pay, or
cause to be paid, all fees and expenses incurred in connection with the Restructuring Transactions,
including, but not limited to, the Restructuring Support Agreement, Chapter 11 Case and the
transactions contemplated thereby, and all fees and expenses appropriate in order to effectuate the
purposes and intent of the Restructuring Transactions, the Restructuring Support Agreement,
the Chapter 11 Case and these resolutions; and
FURTHER RESOLVED, that any of the Authorized Signatories, acting alone or with one
or more other Authorized Signatories be, and they hereby are, authorized, empowered and directed,
in the name and on behalf of each Company, to take all action to notify, or to obtain any
authorizations, consents, waivers or approvals of, any third party that such Authorized Signatory
deems necessary, appropriate or advisable in order to carry out the Restructuring Transactions,
including, but not limited to, terms and provisions of the Restructuring Support Agreement, the
Chapter 11 Case and the transactions contemplated thereby.
FURTHER RESOLVED, that each of the Authorized Signatories be, and they hereby are,
authorized and directed to employ the law firm of Kirkland & Ellis LLP and Kirkland & Ellis
International LLP (together, “Kirkland”) as general bankruptcy counsel to represent and assist
each Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions
to advance each Company’s rights and obligations, including filing any motions, objections,
replies, applications or pleadings; and in connection therewith, each of the Authorized Signatories,
with power of delegation, is hereby authorized and directed to execute appropriate retention
agreements, pay appropriate retainers and to cause to be filed an appropriate application for
authority to retain the services of Kirkland;
authorized and directed to employ the law firm of Jackson Walker LLP (“Jackson Walker”) as
local bankruptcy counsel to represent and assist each Company in carrying out its duties under the
Bankruptcy Code, and to take any and all actions to advance each Company’s rights and
obligations, including filing any motions, objections, replies, applications or pleadings; and in
connection therewith, each of the Authorized Signatories, with power of delegation, is hereby
authorized and directed to execute appropriate retention agreements, pay appropriate retainers and
to cause to be filed an appropriate application for authority to retain the services of Jackson Walker;
authorized and directed to employ the firm of Guggenheim Securities, LLC (“Guggenheim
Securities”) as financial advisor or investment banker to represent and assist each Company in
carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance each
Company’s rights and obligations; and in connection therewith, each of the Authorized
Signatories, with power of delegation, is hereby authorized and directed to execute appropriate
retention agreements, pay appropriate retainers and to cause to be filed an appropriate application
for authority to retain the services of Guggenheim Securities;
authorized and directed to employ the firm of Alvarez & Marsal North America, LLC (“A&M”)
as restructuring advisor to represent and assist each Company in carrying out its duties under the
obligations; and in connection therewith, each of the Authorized Signatories, with power of
delegation, is hereby authorized and directed to execute appropriate retention agreements, pay
appropriate retainers and to cause to be filed an appropriate application for authority to retain the
services of A&M;
authorized and directed to employ the firm of Hilco Real Estate, LLC (“Hilco”) as real estate
consultant and advisor to represent and assist each Company in carrying out its duties under the
appropriate retainers and to cause to be filed an appropriate application for authority to retain the
services of Hilco;
authorized and directed to employ the firm of Prime Clerk LLC (“Prime Clerk”) as notice, claims,
and solicitation agent to represent and assist each Company in carrying out its duties under the
appropriate retainers and to cause to be filed appropriate applications for authority to retain the
services of Prime Clerk;
authorized and directed to employ any other professionals to assist each Company in carrying out
its duties under the Bankruptcy Code; and in connection therewith, each of the Authorized
Signatories, with power of delegation, is hereby authorized and directed to execute appropriate
retention agreements, pay appropriate retainers and fees and to cause to be filed an appropriate
application for authority to retain the services of any other professionals as necessary; and
with power of delegation, authorized, empowered and directed to execute and file all petitions,
schedules, motions, lists, applications, pleadings and other papers and, in connection therewith, to
employ and retain all assistance by legal counsel, accountants, financial advisors and other
professionals and to take and perform any and all further acts and deeds that each of the Authorized
Signatories deem necessary, proper or desirable in connection with each Company’s Chapter 11
Case, with a view to the successful prosecution of such case.
GENERAL AUTHORIZATION AND RATIFICATION
RESOLVED, that each of the Authorized Signatories be, and each of them hereby is,
authorized, empowered and directed, in the name and on behalf of the Companies and their
subsidiaries, including as the sole shareholder, partner, general partner, sole member, member,
managing member, sole manager, manager or director of each applicable subsidiary of any such
Company, if any, whether existing now or in the future, in each case, to consummate the
transactions contemplated by the foregoing resolutions, to take or cause to be taken any and all
further actions, to execute and deliver, or cause to be executed and delivered, all other documents,
instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur
and pay all fees and expenses and to engage such persons as such Authorized Signatory may
determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and
intent of the foregoing resolutions, and the execution by such Authorized Signatory of any such
documents, instruments, agreements, undertakings and certificates, the payment of any fees and
expenses or the engagement of such persons or the taking by such Authorized Signatory of any
action in connection with the foregoing matters shall conclusively establish such Authorized
Signatory’s authority therefor and the acceptance, authorization, adoption, ratification, approval,
confirmation and adoption by the Companies;
FURTHER RESOLVED, that any actions taken by any Authorized Signatory of any
Company prior to the date hereof which would have been authorized by these resolutions, but for
the fact that such actions were taken prior to the date hereof, be, and hereby are, authorized,
ratified, confirmed, adopted and approved in all respects as the acts and deeds of such Company,
as the case may be; and
FURTHER RESOLVED, that these resolutions be duly filed with the minutes of the
proceedings of each Governing Body, pursuant to their respective Governing Documents.
***
Annex A
Company Jurisdiction
California Pizza Kitchen, Inc. Delaware
California Pizza Kitchen of Maryland
Annapolis, Inc.
CPK Holdings Inc. Delaware
CPK Hospitality, LLC Texas
CPK Management Company California
CPK Spirits, LLC Texas
CPK Texas, LLC Texas

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Case 20-33752 Document 1 Filed in TXSB on 07/29/20 Page 1 of 20

Fill in this information to identify the case:

United States Bankruptcy Court for the:

Official Form 201

1. Debtor’s Name California Pizza Kitchen, Inc.

Include any assumed names,

3. Debtor’s federal Employer

Playa Vista, California 90094

Location of principal assets, if different from

City State Zip Code

5. Debtor’s website (URL) http://www.cpk.com

☐ Partnership (excluding LLP)

☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))

☐ Railroad (as defined in 11 U.S.C. § 101(44))

☐ Stockbroker (as defined in 11 U.S.C. § 101(53A))

☐ Commodity Broker (as defined in 11 U.S.C. § 101(6))

☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))

☒ None of the above

B. Check all that apply:

8. Under which chapter of the Check One:

A debtor who is a “small ☒ Chapter 11. Check all that apply:

9. Were prior bankruptcy cases ☒ No

10. Are any bankruptcy cases ☐ No

12. Does the debtor own or have ☒ No

☐ It needs to be physically secured or protected from the weather.

Where is the property?

City State Zip Code

Is the property insured?

☐ Yes. Insurance agency

Statistical and administrative information

13. Debtor's estimation of Check one:

14. Estimated number of ☐ 1-49 ☐ 1,000-5,000 ☐ 25,001-50,000

15. Estimated assets ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion

16. Estimated liabilities ☐ $0-$50,000 ☐ $1,000,001-$10 million ☒ $500,000,001-$1 billion

Request for Relief, Declaration, and Signatures

 /s/ James Hyatt James Hyatt

Title Chief Executive Officer

18. Signature of attorney  /s/ Matthew D. Cavenaugh Date 07/29/2020

Fill in this information to identify the case:

California Pizza Kitchen Inc.

IN THE UNITED STATES BANKRUPTCY COURT

LIST OF EQUITY SECURITY HOLDERS1

Debtor Equity Holders Address of Equity Holder Percentage of

IN THE UNITED STATES BANKRUPTCY COURT

CORPORATE OWNERSHIP STATEMENT

Shareholder Approximate Percentage of Shares Held

CPK Holdings Inc. 100%

Fill in this information to identify the case:

Official Form 204

SIMON PROPERTY GROUP, INC. ATTN: JUSTIN STEIN

SYSCO CORPORATION ATTN: KEVIN HOURICAN

BROOKFIELD ASSET MANAGEMENT ATTN: KEITH ISSELHARDT

WESTFIELD PROPERTY MANAGEMENT LLC ATTN: JOHN MILLER

TAUBMAN CENTERS, INC. ATTN: MICHELE WALTON

Amount of unsecured claim

MACERICH ATTN: BILL PALMER

THE IRVINE COMPANY LLC ATTN: DOUG STUBBLEFIELD

STARWOOD RETAIL PARTNERS ATTN: BILL CIKALO