ASSET RECOVERY BANKRUPTCY RECEIVERSHIP FORECLOSURE. ational ranchise ales SPECIALIZING IN ASSET RECOVERY THROUGH

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1 M&A y Ser vices ASSET RECOVERY SPECIALIZING IN ASSET RECOVERY THROUGH BANKRUPTCY, RECEIVERSHIP, AND FORECLOSURE ALAN F. GALLUP (949) ag@nationalfs.com ALANA MCGINNIS (949) am@nationalfs.com MICHAEL J. INGRAM (949) mi@nationalfs.com BANKRUPTCY RECEIVERSHIP FORECLOSURE Offices Nationwide Corporate Headquarters: NEWPORT BEACH, CA ASHEVILLE, NC DALLAS, TX PHILADELPHIA, PA CHICAGO, IL ROSEVILLE, CA SAN DIEGO, CA SAN FRANCISCO, CA TAMPA, FL

2 M&A y Services SPECIALIZING IN ASSET RECOVERY THROUGH BANKRUPTCY, RECEIVERSHIP, AND FORECLOSURE National F S (NFS), is a business brokerage firm specializing in the resale of f businesses and small chains, that has come to be known as an industry leader by successfully assisting fes, franchisors, Trustees, Receivers and Lenders since NFS assists in the asset recovery of non-performing f businesses in bankruptcy, foreclosure, or default, by refranchising the businesses. NFS assists in offering long-term solutions for non-performing loans. The approach draws on the company's experience and expertise to deliver timely results, while maximizing returns SUCCESS FEE BASED National F S routinely operates under Success Fee while working in the Asset Recovery arena. We accomplish this by having a high degree of understanding of the assets being liquidated and the confidence to be able to secure top value, creating a successful outcome by meeting and exceeding the needs, desires and approval of the interested parties. Alternatively, NFS works on a retainer basis when a relatively small number of items from the menu of services is required by the client. SCOPE OF SERVICES VALUATION ASSESSMENT VALUATION OPTIMIZATION PLANNING LEASE RENEGOTIATION ASSET RECOVERY PROCESS DETERMINATION ASSET MARKETING FINANCIAL FORECASTING RE-ORGANIZATION PLANNING PROPRIETARY DATABASE QUALIFIED BUYERS FRANCHISOR APPROVAL FINANCING TRANSACTION MANAGEMENT SALE OF BUSINESS ENTITY FAIRNESS OPINIONS

3 M&A y Services VALUATION ASSESSMENT National F S did the most fantastic job! I was very proud to be a part of the whole program and I have no doubt the participants were totally impressed with the entire auction Knowing the market value of the subject business is critical. NFS has been professionally valuing f assets since The professionals at NFS provide the most accurate and up-to-date valuation assessments available. NFS accurately assesses the value of fd operating assets by examining the following criteria to ensure a true market valuation: 1. Adjusted cash flow of the business 2. Unit s trend 3. Local trade area conditions 4. Terms and conditions of the Lease & F 5. Strength of the franchisor 6. Condition of the facility 7. Potential competitive intrusion VALUATION OPTIMIZATION PLANNING Beverly N. McFarland Chapter 11 Trustee The Beverly Group, Inc. Working with the asset owner, Trustee or Receiver, NFS develops and implements plans to enhance and optimize value. Successful execution of business decisions is based on proper and thorough planning. NFS takes pride in assisting clients in reaching the most advantageous decisions LEASE RENEGOTIATION NFS assists in determining which leases, if any, are too expensive and as a consequence, impair the asset value. This information can be used to assess which leases to reject or renegotiate, thus increasing the recovery. NFS then can either assist or negotiate new leases.

4 M&A y Services ASSET RECOVERY PROCESSDETERMINATION NFS works with the Owner/Trustee/Receiver to determine the most effective method to maximize the proceeds of sale by considering all options. Options may include live or sealed bid auction, abandonment, overbid auction, stalking horse, and various marketing methodology. MARKETING NFS routinely advertises in trade journals, newspapers, and on the Internet, to expand its database of buyers. The sale is announced through a combination of Press Releases, Advertisements, and Direct Contact ( , phone, fax, mail) to new and existing contacts, Strategic Buyers, Institutional and Financial Buyers. Assured to meet the most stringent requirements for Public Notice PROPRIETARY DATABASE National F S maintains a Proprietary Database of over 40,000 pre-screened, pre-qualified, prospective f buyers. Through the Proprietary Database, NFS cross-references a buyer s category and brand interests, geographical preference, experience, liquidity, net worth and other factors. Potential buyers from this database are carefully matched to the f business opportunity.

5 M&A y Services SCREENING AND SECURING QUALIFIED BUYERS Prospective buyers sign a Confidentiality Agreement prior to receiving any information. Buyers then go through a qualification process whereby Financial Statements, Resumes, (professional experience), and credit history are reviewed. Qualified buyers are then contacted and discreetly provided information. FACILITATION OF FRANCHISOR APPROVAL The f industry professionals at NFS know that the franchisor's approval and support are critical to the success of the plan. NFS has built a strong relationship with many franchisors and works to assure that the franchisor is informed throughout the process wherever appropriate. NFS provided outstanding service every step of the way... the level of service provided was unparalleled for an outside broker or professional Heide Kurtz Chapter 11 Trustee As soon as a determination to sell has been made, NFS contacts the franchisor to determine the current resale requirements. Understanding each franchisor's company culture, objectives, strategies and requirements allows NFS to assure that prospective buyers meet the franchisor s expectations. FINANCING NFS identifies and sources competitive, long-term financing for buyers. The NFS knowledge of the lending markets allows buyers to obtain fast-track access to lenders familiar with the specific f brand. We assist buyers by shopping for the best loan for the project, preparing loan applications, and seeing the process through to funding.

6 M&A y Services SALE OF BUSINESS ENTITY We consider National F S an essential brand partner. They handle routine and special needs transactions with skill and professionalism. They invest the time to know our system, our fes and our processes, finding buyers and designing transactions which have the greatest possibility of succeeding in an optimal time. I don't hesitate calling on them for advice and assistance nationwide. Tim Flemming Senior Vice President Denny s Inc. The professionals at NFS have been responsible for the sale of hundreds of established fd businesses. NFS has been registered in the Uniform F Offering Circulars of several major brands, has handled the res of small chains, f assignments, lender foreclosures, bankruptcy trustees, and company store turnkeys throughout the country. This experience, combined with the pool of qualified pre-screened buyers, helps NFS succeed in providing complete f resale service. A variety of sale and marketing strategies are considered. NFS recommends the most effective plan to optimize recovery. Recovery plans often include either sealed bid auction to determine a Stalking Horse bid for the Live Auction, in which pre-qualified bidders only will be allowed to participate, or comprehensive marketing adapted to the unique circumstances of the offering. TRANSACTION MANAGEMENT NFS works throughout the transaction with buyer, seller, lender, franchisor, escrow, and government agencies, to assure that the transaction is managed to a successful completion. FAIRNESS OPINIONS NFS provides fairness opinions attesting to effective and far reaching marketing, arms length transactions, and the attainment of fair market values.

7 M&A y Services ASSET RECOVERY SAMPLE TRANSACTIONS COMPLETED 12 UNITS 85 UNITS 16 UNITS 44 UNITS Multi-Unit Fe SOUTHERN CALIFORNIA Westwind Group NATIONWIDE Redwood Enterprises NORTHERN CALIFORNIA Phoenix Rest Group CENTRAL & SOUTHERN US 1 UNIT 12 UNITS 66 UNITS 1 UNIT Fe Goldenwest Foods, Inc Kobra Assoc, et al Fe SOUTHERN CALIFORNIA NATIONWIDE NORTHERN CALIFORNIA GEORGIA NFS quickly mastered all elements of a very challenging bankruptcy asset sale involving 70 Jack in the Box restaurants in multiple California markets. The team's depth of experience, practicality, foresight and responsiveness are extraordinary. We have complete confidence in NFS and we're proud to have them as professional colleagues David A. Honig Attorney at Law Partner - Winston & Strawn LLP

8 ational THE M&A y Ser vices N ATIONAL F RANCHISE S ALES T EAM Jerry Thissen Michael Ingram Alan F. Gallup John Lukac Connie Jones President / Principal Vice President / Principal Principal Partner Associate Partner Jack Benoff Barry Burke Michael Deegan Ellen Hui Jeff Jones Philadelphia, PA Dallas, TX Asheville, NC San Francisco San Diego, CA Rick Kowalski Tony Ortega Helen Trent Cathryn Vallevieni Paul Wilmoth Newport Beach, CA Newport Beach, CA Newport Beach, CA Tustin, CA Roseville, CA Denise Bell Transaction Manager Assoc Megan Black Rena Harrell Alana McGinnis Heidi Nunez Paula Parrish Brittany Solaas Christina Vold Admin Assistant Administrative Assistant Executive Assistant Lead Generation Sp. Marketing Manager Transaction Coordinator Assoc Lead Generation Sp. NATIONAL HEADQUARTERS 1601 Dove Street, Ste. 150 Newport Beach, CA (949)

9 M&A y Services Alan F. Gallup Asset Recovery ag@nationalfs.com x 103 Alan Gallup utilizes his knowledge and expertise in the f industry to manage the f resale of numerous major food service brands and employs his considerable experience in Asset Recovery through bankruptcy, foreclosure and receiverships to lead the Asset Recover effort for National F S. A few noteworthy Asset Recovery engagements includes Provided advisory services to Trustee, established expedited approval methodology with Jack in the Box (Franchisor) for 40+ candidates, renegotiated six leases for $2.3 million in enhanced recovery, secured multiple financing sources for bidders and lead NFS marketing and auction resulting in a recovery of $39 million. Recommended to secured creditors by the Franchisor (Denny s) to provide s and advisory services to a multi-state, 40+ unit fe and its creditors. Nationwide marketing resulted in a recovery of over $12 million. Engaged by the Trustee after the resignation of the Receiver, to provide a Value Optimization plan for a relationship/recovery model in excess of Trustee and creditor forecasts. The multi million dollar recovery on these Taco Bell units provided some recovery for unsecured creditors. Recommended by the secured creditor, provided Asset Recovery and S y services to this 100+ unit bi-coastal Burger King Fe, resulting in the sale of all units while incorporating the Franchisor s requests for significant capital results. After two years in bankruptcy and foiled efforts to reorganize or sell this administratively insolvent estate, NFS was engaged to sell 24 Fatburger restaurants in California and Nevada. Recovery was in excess of $7 million and was more than double that anticipated by DIP lender, secured creditors, OCC, CRO, and the debtor. The sale was completed in less than 75 days from the date of engagement. MEMBER

10 M&A y Services Michael J. Ingram Vice President mi@nationalfs.com x 102 Michael Ingram joined National F S in 1997, becoming Vice President, and then a full Partner in Ingram has advised thousands of buyers and sellers on the resale of fd businesses while gaining the utmost respect from franchisors across the country. Michael has considerable experience in asset recovery s through bankruptcy and foreclosure, helping creditors and franchisors to free themselves from under or non-performing loans or f agreements. His asset recovery work creates a solid base wherein a new fe can build a solid and successful business. Prior to joining NFS, Ingram was a successful f operator, area developer and multi-unit fe of several fd concepts including Sizzler Restaurants and Pick Up Stix. During this period he developed skills in negotiating leases, developing f locations & territories, along with acquisitions & divestitures. Michael's education at San Diego State University (B.S. Business Management) along with his background and experience has made him a well known and respected professional in the f industry. Michael is a member of the American Bankruptcy Institute MEMBER