UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION. Chapter 11 MOTION TO AMEND PRIOR ORDER REGARDING PRE-PETITION WAGES

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1 Heinz Binder (SBN 87908) Robert G. Harris (SBN 1278) Wendy W. Smith (SBN ) Roya Shakoori (SBN 23383) BINDER & MALTER, LLP 2775 Park Avenue Santa Clara, CA Tel: (08) Fax: (08) Heinz@bindermalter.com Rob@bindermalter.com Wendy@bindermalter.com Roya@bindermalter.com Proposed Attorneys for Debtor and Debtor-in-Possession MI PUEBLO SAN JOSE, INC In re: UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION Case No ASW MI PUEBLO SAN JOSE, INC., Debtor. Chapter 11 Date: August, 2013 Time: :.m. Place: Courtroom South First Street San Jose, California MOTION TO AMEND PRIOR ORDER REGARDING PRE-PETITION WAGES I. Introduction: Mi Pueblo San Jose, Inc. ( Mi Pueblo ) moves this Court to amend the previously issued Order Authorizing Debtor to Pay Wages, Honor Obligations, and Worker s Compensation, entered on July 2, Docket no. 5(the Order ), to state that the amounts allowed to be paid for employees compensation for pre-petition services is not limited to that described in the original motion, but includes the additional amounts Case: Doc# 9 Filed: 08/02/13 Entered: 08/02/13 1:0:5 Page 1 of 7 Motion To Amend Order Regarding Pre-Petition Wages Page 1

2 described here that are necessary to replace un-cashed and dis-honored checks issued pre-petition to employees and certain pre-petition expenses. The total amount to be paid to any employee for pre-petition services, including the payments from the original Order, will not exceed the priority claim amount set forth in Bankruptcy Code Section 507(a)(). The additional sum that Mi Pueblo requests it be allowed to pay in this motion, approximately $390,000, is less than % of the total amount that was approved for payment in the original motion. This motion is based on the facts and argument set forth here, and the accompanying declaration of John Zott, chief executive officer of Mi Pueblo. It is noticed pursuant to an Order Shortening Time and Limiting Notice on Motion to Amend Prior Order Regarding Pre-Petition Wages. II. Background Facts: Mi Pueblo San Jose, Inc. ( Mi Pueblo ) filed this Chapter 11 bankruptcy case on July 22, On the same day, Mi Pueblo filed nine separate first day motions. One of those was the Motion for Order Authorizing Debtor to Pay Prepetition Wages, Honor Employee Obligations, and to Continue to Pay Worker s Compensation Claims Under Policy Deductible in the Ordinary Course, Docket no. 20 ( Pre-Petition Wage Motion ). The Pre-Petition Wage Motion sought an order for Mi Pueblo to be able to pay its approximately 3,200 employees for the wages owed as of the date of the petition. The bases of the request were 1) the ongoing loyalty and retention of the employees are essential to Mi Pueblo s operation, and 2) the wages requested were all claims entitled to priority status under bankruptcy code 507(a)() as each was for work performed or benefits earned within 180 days prior to the petition, and totaled less than $12,75. (Pre-Petition Wage Motion, Page 5-,.) Wells Fargo Bank, which holds a lien on all the cash collateral, did not object the motion and it was approved by the court at the hearing on July 2, The Order allowed Mi Pueblo to pay outstanding prepetition wages (including expenses) up to a maximum of $12,75 per employee and to honor, but not cash out, PTO accrued by its Case: Doc# 9 Filed: 08/02/13 Entered: 08/02/13 1:0:5 Page 2 of 7 Motion To Amend Order Regarding Pre-Petition Wages Page 2

3 employees. Although the text of the Order did not limit the payment to a particular pay period or to a particular dollar amount other than the limits per employee of 507(a)(), the text of the motion itself referenced only the payroll obligation of July 2, This totaled $3,02,0 for payroll and $1,558,72 for obligations for paid time off. At the time the motion was prepared, Mi Pueblo did not consider that previouslyissued checks for prepetition wages and benefits had not been cashed and that checks deposited by employees within a few days prior to the bankruptcy petition would be returned by the bank because of the bankruptcy filing. The motion therefore, did not request permission to replace the prepetition un-cashed or returned checks. This has become a much larger problem than originally anticipated. In the week and half since the petition was filed, Mi Pueblo has been contacted by many of their current employees and employees whose employment had been terminated shortly before the petition date who were distressed that payroll checks deposited pre-petition had been returned by the bank. Many other employees had not yet had an opportunity to deposit or cash their checks. Mi Pueblo has determined that over 300 current and former employees have been affected by this problem. Mi Pueblo understands that many of these employees rely on each pay check for basic needs such as food and rent. It is understood that, for many, rent is due on August 1 s,t and the lack of the funds from the dishonored check will cause great hardship. In some cases, the check was issued in connection with the termination of an employee s employment. Even though these employees no longer work at Mi Pueblo, they remain part of the community, and the failure to pay these outstanding wages is having a significant effect on the reputation of the Mi Pueblo stores and the morale of its employees. The total amount of pre-petition compensation earned within 180 days prior to the petition date remain un-cashed or have been returned is $30,181. Attached as Exhibit A to the Declaration of John Zott in Support of Motion to Amend Order Regarding Pre-Petition Wages ( Zott s Declaration ) is a list of all of the individuals who hold checks for pre-petition compensation earned within 180 days prior to the petition Case: Doc# 9 Filed: 08/02/13 Entered: 08/02/13 1:0:5 Page 3 of 7 Motion To Amend Order Regarding Pre-Petition Wages Page 3

4 that were not deposited or were returned. Many employees also have been charged by their banks fees for the return of the payroll check. Mi Pueblo estimates these charges do not exceed $30 per employee. In addition, employees that regularly incur expenses as part of their work for Mi Pueblo have pre-petition expenses that remain unpaid, largely because of returned or un-cashed checks. Mi Pueblo has not had an opportunity to determine the exact amount of these obligations at this time, but estimates that over 150 of the checks have been returned. Mi Pueblo estimates the total unpaid obligation has with a value of approximately $25,70 1. Zott s Declaration, Exhibit B. Mi Pueblo estimates that there may be approximately $19,000 of additional obligations that remain unpaid. Mi Pueblo asks the court for permission to issue replacement checks for these obligations, and to allow it to compensate employees for the charges incurred as a result of the return of the refused check. The total amount that would be paid would be no more than approximately $390,000, less that % of the total amount of the original Pre-Petition Wage Motion. Including the amounts that were paid pursuant to the Pre-Petition Wage Motion, the total amount that would be paid to any particular employee does not exceed the amount that would be included in a priority claim under Bankruptcy Code 507(a)(). Attached as Exhibit A to the supporting declaration of John Zott is a chart showing the total of the payroll checks that Mi Pueblo seeks permission to replace for each employee. The chart also shows the amount of pre-petition wages that was approved for payment in the original Pre-Petition Wage Motion. The total is far less that the maximum of $12, The funds to be used to pay the re-issued checks will be the cash-collateral of Wells Fargo Bank ( Wells Fargo ). Mi Pueblo has discussed this motion with Wells 1 These payments do not include any compensation to insiders of Mi Pueblo, which are not included in this motion. Case: Doc# 9 Filed: 08/02/13 Entered: 08/02/13 1:0:5 Page of 7 Motion To Amend Order Regarding Pre-Petition Wages Page

5 Fargo, who has indicated it would not object to the use of its cash collateral to make these payments as long as the following conditions are met: 1. The checks will be issued on Mi Pueblo s payroll account at Wells Fargo Bank 2. The budget provided as required by the order permitting use of cash collateral will be amended to reflect this additional expense. 3. The bank will be issued a list of the replacement checks so that it can monitor the progress of the clearing of the check.. If a check is not negotiated within six months of its issuance, it will become stale and Mi Pueblo will be obligated to place a stop payment on it; 5. The permission to use cash collateral for this purpose is limited to the actual amount of the replacement checks that are negotiated. Mi Pueblo will comply with these requirements of Wells Fargo. III. Points and Authorities: It is generally recognized that the continuation of a stable employee base and harmonious employee relations in operating a chapter 11 case is critical to a successful reorganization. As the court noted in In re Chateauguay Corporation, [e]mployee good will and contentment is an asset which is vital to the continuation of a debtor s business operations and its ability to effectively reorganize during the Chapter 11 process. In re Chateauguay Corporation 11 B.R. 887, 898 (Bankr. S.D.N.Y. 1990) (citations omitted). Here, Mi Pueblo believes that its failure to satisfy and honor outstanding obligations to its employees will create concern and discontent among its employees, and adversely affect the employees esprit de corps. It also believes that the failure to honor the obligations to terminated employees will cause concern within the community that will affect the stores business. If Mi Pueblo cannot promptly assure its employees that their wages and expenses will be paid and that their accrued PTO will be honored during the Bankruptcy Case, immediate and irreparable harm may result due to the employees relocating or resigning prior to the consummation of the sale. Mi Pueblo s ability to pay employee wages and honor accrued PTO is integral to maintaining continuity and order to Mi Pueblo s business activities through the retention of its Case: Doc# 9 Filed: 08/02/13 Entered: 08/02/13 1:0:5 Page 5 of 7 Motion To Amend Order Regarding Pre-Petition Wages Page 5

6 employees. At this critical state, Mi Pueblo cannot risk a significant disruption in its operations caused by low employee morale and the loss of key employees. Mi Pueblo s remaining employees have unique experience and expertise which are vital to Mi Pueblo s operations. As to the payments due to the employees whose work was terminated shortly before the petition, delay in paying their wages will cause additional cost to the estate. Under California Labor Code Section 203, if an employer fails to pay the wages of an employee within 72 hours of the termination of the employment, it must continue to pay wages at the same rate for 30 days until paid. Every day wages remain unpaid that were to be paid shortly before the petition results in further costs to the estate. Mi Pueblo believes that through the use of cash collateral as set forth in its budget, it will have sufficient operating cash to satisfy all obligations to employees, including replacing outstanding checks for pre-petition wages and expenses. In addition, Mi Pueblo submits that the relevant time periods for which payment is requested fall within the 180 days prior of the Petition Date as required by section 507(a)(). As its employees are necessary to maintain the value of Mi Pueblo as a going concern, Mi Pueblo believes that the relief requested herein is modest in light of the perceived benefit to the bankruptcy estate. Permitting Mi Pueblo to satisfy its obligations to its employees by paying the Prepetition Wages (including expense reimbursements) and honoring accrued PTO, is grounded on sound business judgment consistent with sections 33, 17 and 18 of the Bankruptcy Code. To further maintain the continuity and preserve the morale of Mi Pueblo s employees, and to maintain the viability of Mi Pueblo s business pending consummation of a successful reorganization, Mi Pueblo respectfully requests that this Court grant the relief requested herein. Mi Pueblo specifically requests that the court enter an amended order reflecting that the original order includes these additional expenses. Though the text of the order itself could be read as inclusive, the motion was not. The amendment is needed for clarity. Case: Doc# 9 Filed: 08/02/13 Entered: 08/02/13 1:0:5 Page of 7 Motion To Amend Order Regarding Pre-Petition Wages Page

7 No previous request for relief sought in this motion has been made to this or any other court. WHEREFORE, Mi Pueblo respectfully requests that the Court enter its Order: A. Granting Mi Pueblo s Motion to Amend Order Regarding Pre- Petition Wages; B. Amending the previously-entered Order to state that the amounts that may be paid pursuant to that Order are not limited by the request in the motion filed on July 22 nd entitled Motion for Order Authorizing Debtor to Pay Prepetition Wages, Honor Employee Obligations, and to Continue to Pay Worker s Compensation Claims Under Policy Deductible in the Ordinary Course, but may include obligations of Mi Pueblo to replace dishonored or rejected payments (including expenses) as described here up to the maximum of $12,75 per employee. Respectfully, submitted Dated: August 2, 2013 BINDER & MALTER, LLP By: /s/ Wendy W. Smith Wendy W. Smith Proposed Counsel for Debtor and Debtor-in- Possession, Mi Pueblo San Jose, Inc. Case: Doc# 9 Filed: 08/02/13 Entered: 08/02/13 1:0:5 Page 7 of 7 Motion To Amend Order Regarding Pre-Petition Wages Page 7

8 Heinz Binder (SBN 87908) Robert G. Harris (SBN 1278) Wendy W. Smith (SBN ) Roya Shakoori (SBN 23383) BINDER & MALTER, LLP 2775 Park Avenue Santa Clara, CA Tel: (08) Fax: (08) Heinz@bindermalter.com Rob@bindermalter.com Wendy@bindermalter.com Roya@bindermalter.com Proposed Attorneys for Debtor and Debtor-in-Possession MI PUEBLO SAN JOSE, INC In re: UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION Case No ASW MI PUEBLO SAN JOSE, INC., Debtor. Chapter 11 Date: August, 2013 Time: :.m. Place: Courtroom South First Street San Jose, California DECLARTION OF JOHN ZOTT IN SUPPORT OF MOTION TO AMEND PRIOR ORDER REGARDING PRE-PETION WAGES I, John Zott, declare: 1. I am the Chief Financial Officer of Mi Pueblo San Jose, Inc., debtor and debtor-in-possession, and am authorized to make this declaration on its behalf. I make the following statements base on my personal knowledge, and if called upon I would testify to their truth. DECLARATION OF JOHN ZOTT IN SUPPORT OF MOTION TO AMEND Case: PRIOR ORDER REGARDING Doc# PRE-PETITION 9-1 Filed: WAGES 08/02/13 Entered: 08/02/13 1:0:5 Page Page 1 of 1

9 Mi Pueblo San Jose, Inc. ( Mi Pueblo ) filed this Chapter 11 bankruptcy case on July 22, On the same day, Mi Pueblo filed nine separate first day motions. One of those was the Motion for Order Authorizing Debtor to Pay Prepetition Wages, Honor Employee Obligations, and to Continue to Pay Worker s Compensation Claims Under Policy Deductible in the Ordinary Course ( Pre-Petition Wage Motion ). The Pre-Petition Wage Motion sought an order for Mi Pueblo to be able to pay its approximately 3,200 employees for the wages owed as of the date of the petition. The bases of the request were that 1) the ongoing loyalty and retention of the employees that are essential to Mi Pueblo s operation, and 2) the wages requested were all claims entitled to priority status under bankruptcy code 507(a)() as each was for work performed or benefits earned within 180 days prior to the petition, and totaled less than $12, Wells Fargo Bank, which holds a lien on all the cash collateral, did not object the motion and it was approved by the court at the hearing on July 2, The Order allowed Mi Pueblo to pay outstanding prepetition wages (including expenses) up to a maximum of $12,75 per employee and to honor, but not cash out PTO accrued by its employees. Although the text of the Order did not limit the payment to a particular pay period or to a particular dollar amount other than the limits per employee of 507(a)(), the text of the motion itself referenced only the payroll obligation of July 2, This totaled $ 3,02,0 for payroll and $1,558,72 for obligations for paid time off.. At the time the motion was prepared, Mi Pueblo did not consider that previously-issued checks for prepetition wages and benefits had not been cashed and that checks deposited by employees within a few days prior to the bankruptcy petition would be returned by the bank because of the bankruptcy filing. The motion therefore, did not request permission to replace the prepetition un-cashed or returned checks. This has become a much larger problem than originally anticipated. 28 DECLARATION OF JOHN ZOTT IN SUPPORT OF MOTION TO AMEND Case: PRIOR ORDER REGARDING Doc# PRE-PETITION 9-1 Filed: WAGES 08/02/13 Entered: 08/02/13 1:0:5 Page Page 2 of 2

10 In the week and half since the petition was filed, Mi Pueblo has been contacted by many of their current employees and employees whose employment had been terminated shortly before the petition date, who were distressed that payroll checks deposited pre-petition had been returned by the bank. Many other employees had not yet had an opportunity to deposit or cash their checks. Mi Pueblo has determined that over 300 current and former employees have been affected by this problem. Mi Pueblo understands that many of these employees rely on each pay check for basic needs such as food and rent. It is understood that, for many, rent is due on August 1 st and the lack of the funds from the dishonored check will cause great hardship. In some cases, the check was issued in connection with the termination of an employee s employment. Even though these employees no longer work at Mi Pueblo, they remain part of the community, and the failure to pay these outstanding wages is having a significant effect on the morale of the employees at the Mi Pueblo stores and Mi Pueblo s reputation.. The total amount of pre-petition compensation earned within 180 days prior to the petition date remain un-cashed or have been returned is $30,181. Attached hereto as Exhibit A is a list of all of the individuals who hold checks for prepetition compensation earned within 180 days prior to the petition that were not deposited or were returned. Exhibit A also shows the amount that was paid to each individual pursuant to order issued on the original Pre-Petition Wage Motion. Mi Pueblo has also been informed that many employees have been charged by their banks fees for the return of the payroll check. Mi Pueblo estimates these charges do not exceed $30 per employee. 7. In addition, certain employees that regularly incur expenses as part of their work for Mi Pueblo remain unpaid for pre-petition expenses or have had checks returned. Mi Pueblo has not had an opportunity to determine the exact amount of these obligations at this time, but estimates that over 150 of the these obligations are unpaid 28 DECLARATION OF JOHN ZOTT IN SUPPORT OF MOTION TO AMEND Case: PRIOR ORDER REGARDING Doc# PRE-PETITION 9-1 Filed: WAGES 08/02/13 Entered: 08/02/13 1:0:5 Page Page 3 of 3

11 with value of approximately $25,70 1. Attached hereto as Exhibit B is a list of the current obligations, listed by invoice, to employees for expenses that were issued prepetition that remain unpaid, primarily because of un-cashed or returned checks. Mi Pueblo expects that there may be approximately $19,000 in additional pre-petition expense obligations. 8. Mi Pueblo asks the court for permission to issue replacement checks for these obligations, and to allow it to compensate employees for the fees incurred as a result of the return of the refused check. The total amount that would be paid would be no more than approximately $390,000, less that % of the total amount of the original Pre-Petition Wage Motion. 9. The funds to be used to pay the re-issued checks will be the cashcollateral of Wells Fargo Bank ( Wells Fargo ). Mi Pueblo has discussed this motion with Wells Fargo, who has indicated it would not object to the use of its cash collateral to make these payments as long as the following conditions are met: The checks will be issued on Mi Pueblo s payroll account at Wells Fargo Bank a. The budget provided as required by the order permitting use of cash collateral will be amended to reflect this additional expense. b. The bank will be issued a list of the replacement checks so that it can monitor the progress of the clearing of the check. c. If a check is not negotiated within six months of its issuance, it will become stale and Mi Pueblo will be obligated to place a stop payment on it.; d. The permission to use cash collateral for this purpose is limited to the actual amount of the replacement checks that are negotiated. Mi Pueblo will comply with these requirements of Wells Fargo.. Here, Mi Pueblo believes that its failure to satisfy and honor outstanding obligations to its employees will create concern and discontent among its employees, 1 These payments do not include any compensation to insiders of Mi Pueblo, which are not included in this motion. DECLARATION OF JOHN ZOTT IN SUPPORT OF MOTION TO AMEND Case: PRIOR ORDER REGARDING Doc# PRE-PETITION 9-1 Filed: WAGES 08/02/13 Entered: 08/02/13 1:0:5 Page Page of

12 and adversely affect the employees esprit de corps. It also believes that the failure to honor the obligations to terminated employees will cause concern within the community that will affect the stores business. If Mi Pueblo cannot promptly assure its employees that their wages and expenses will be paid and that their accrued PTO will be honored during the Bankruptcy Case, immediate and irreparable harm may result due to the employees relocating or resigning prior to the consummation of the sale. Mi Pueblo s ability to pay employee wages and honor accrued PTO is integral to maintaining continuity and order to Mi Pueblo s business activities through the retention of its employees. At this critical state, Mi Pueblo cannot risk a significant disruption in its operations caused by low employee morale and the loss of key employees. Mi Pueblo s remaining employees have unique experience and expertise which are vital to Mi Pueblo s operations. 11. As to the payments due to the employees whose work was terminated shortly before the petition, I understand that delay in paying their wages will cause additional cost to the estate. Under California Labor Code Section 203, if an employer fails to pay the wages of an employee within 72 hours of the termination of the employment, it must continue to pay wages at the same rate for 30 days until paid. 12. I understand that through the use of cash collateral as set forth in its budget, Mi Pueblo will have sufficient operating cash to satisfy all obligations to employees, including replacing outstanding checks for pre-petition wages and expenses. As its employees are necessary to maintain the value of Mi Pueblo as a going concern, the relief requested herein is modest in light of the perceived benefit to the bankruptcy estate DECLARATION OF JOHN ZOTT IN SUPPORT OF MOTION TO AMEND Case: PRIOR ORDER REGARDING Doc# PRE-PETITION 9-1 Filed: WAGES 08/02/13 Entered: 08/02/13 1:0:5 Page Page 5 of 5

13 1 2 I declare under the penalty of perjury of the laws of the United States, that the foregoing is true. Signed this 2 nd day of August, 2013, in San Jose, California. 3 5 /s/ John Zott John Zott DECLARATION OF JOHN ZOTT IN SUPPORT OF MOTION TO AMEND Case: PRIOR ORDER REGARDING Doc# PRE-PETITION 9-1 Filed: WAGES 08/02/13 Entered: 08/02/13 1:0:5 Page Page of

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24 EXHIBIT B Serial Tran Date EMP ID Tran Descrip Amount $ /12/ JANETTE CUEVAS /05/ TIBURCIO CRUZ /05/ EDUARDO FLORES 1, /12/ EDUARDO FLORES /05/ LOUIE VILLAREAL /15/ ROCIO TORRES /05/ CHRISTIAN AVALOS /17/ JUAN SILVA /31/ JUAN SILVA /31/ SAUL ALCAZAR /12/ ELIJAH WALKER /05/ RAFAELA HERNANDEZ /12/ ENOCH ORTIZ /29/ ALVARO PATINO /12/ ALVARO PATINO /12/ ALICIA ALZUGARAY /03/ SALVADOR TREJO JR /12/ SALVADOR TREJO JR /05/ MIGUEL RAMOS /12/ MIGUEL RAMOS /12/ GIOVANNI BUSTOS /19/ LUIS DUENAS /12/ TRAISA KELLOGG /05/ JOSE GARCIA /12/ STEVEN KELLOGG 1, /12/ VICTOR RAMIREZ /05/ GERARDO GONZALEZ 1, /12/ GERARDO GONZALEZ /12/ KARLA FLORES LOPEZ // JUAN MARTINEZ // PAULA Y. DELGADO /07/ PAULA Y. DELGADO /05/ PAULA Y. DELGADO /12/ PAULA Y. DELGADO /12/ ANDRES GARCIA /15/ RAFAEL HUERTA /05/ HEYDY PENA /12/ CHRISTINA CAMPOS /17/ ADAN GARCIA /05/ ANDREA VELASCO /28/ GLADYS ARAIZA 1, /12/ GLADYS ARAIZA /12/ ISRAEL ESCOBAR /2/2013 Case: Doc# 9-3 Filed: 08/02/13 Entered: 08/02/13 1:0:5 Page 1 of

25 /12/ RIGOBERTO GODINEZ /01/ ARIELA VILLALPANDO // ARIELA VILLALPANDO /12/ OSCAR ARTURO SALINAS /07/ MAYRA MENDOZA /28/ GRACIELA VALLECITO /05/ MARIA ISABEL MARTINEZ /2/ CARLOS MEJIA /2/ MARCO RUEDA /2/ RACHEL JIMENEZ /2/ VERONICA POBLANO /31/ GUILLERMO OLVERA JR /07/ CLEMENTINA AGUAYO /1/ YURIDIA CRUZ M /07/ GUADALUPE VASQUEZ /07/ MARIA DEL SOCORRO SERVANTES J /05/ ALEJANDRINA ESPARZA /05/ ALI SADAT AKHAVI /05/ ANA ISABEL VALDEZ /05/ ERIC RODRIGUEZ /05/ ALMA GOMEZ /05/ VERONICA RODRIGUEZ /05/ JANNET VILLAREAL /05/ SALLY CHAVEZ /05/ HUGO CONTRERAS /05/ MARTELL BUFFIN /05/ ROCIO GOMEZ /05/ STEFANY VALENCIA /05/ MARYLOU PINEDA CERMENO /05/ MARTIN OLIVA /05/ STEPHANIE CABRAL /05/ NAYELLI REYES /05/ VALERIA RICO /05/ GUADALUPE HERNANDEZ HERNANDEZ /05/ SERGIO C. CASTRO /05/ AURELIO CARLOS G /05/ CLAUDIA GONZALEZ /05/ LUIS MELGOZA /05/ MAYRA MAGADAN /05/ MARIA R. TRUJILLO /12/ JOCELYN RIOS /05/ EDENI CERVANTES AVILES /05/ EDGAR AVILES /05/ ERIK GOPAR /2/2013 Case: Doc# 9-3 Filed: 08/02/13 Entered: 08/02/13 1:0:5 Page 2 of

26 /05/ JULIA GARCIA /05/ VANESSA CHAVARIN /05/ CRYSTAL RANGEL /05/ FRANCISCO CUEVAS /05/ JESSICA GONZALEZ /05/ EVA CARDENAS /05/ MARIA RAMIREZ /05/ MAYRA ABUNDIS /05/ ELIZABETH MANZO /05/ ENDY ROSALES /05/ ENRIQUE PONCE /05/ MICHAEL PLASCENCIA /05/ VANESSA JACOBO /05/ JONATHAN MELENDREZ /05/ CHRISTIAN GUSTAVO CUEVAS /05/ ZULEIMA CHAVEZ /12/ JOSE ZAPIEN /05/ J AMADOR OCEGUERA FARIAS /12/ CLAUDIA R DE LA TORRE /05/ DIEGO CORRALES /05/ DANIEL A GONZALEZ /12/ FRANCISCO J MARTINEZ CAMACHO /12/ FRANCISCO J VALLE /05/ OSCAR MAGANA /12/ RICARDO CAMPOS /12/ SILVESTRE ARROYO GUERRERO /05/ VIANNA POWELL /12/ VICTOR MANUEL GARCIA JR /05/ PRISCILLA GARCIA /05/ ESMERALDA FLORES /05/ STEVEN BRAZIER /12/ ROSERMARY GARCIA /12/ LETICIA MENDOZA /12/ VERONICA MANDUJANO /12/ RAMON TOLEDO /12/ ESTEFANO SANDOVAL /12/ JUAN BRAVO /12/ JESSENIA COTA /12/ JESUS A. GODINEZ /12/ MARLAS HARRISON /12/ PERLA PANDO /12/ NANCY GUTIERREZ /12/ ALEJANDRA CRISELIA ORTIZ A /12/ AMY HERRERA /2/2013 Case: Doc# 9-3 Filed: 08/02/13 Entered: 08/02/13 1:0:5 Page 3 of

27 /12/ BLANCA HUITRON /12/ CRISTINA CARLOS /12/ EMILIA ORTEGA /12/ MONICA MAGALLON /12/ VIANEY PULIDO /12/ YESSENIA MATA /12/ DAVID MARTINEZ /12/ GISELLA BEGAZO /12/ MARTHA BERMUDEZ /12/ DIEGO PEREZ /12/ HECTOR LOZANO /12/ JESUS FERNANDEZ /12/ ROLANDO LOPEZ /19/ GUILLERMO WASHINGTON /03/ DALIA PELAYO /07/ DALIA PELAYO 1, /28/ DALIA PELAYO /05/ DALIA PELAYO /12/ DALIA PELAYO /12/ VALERIA G. HERNANDEZ /05/ LUZ ELENA ESPARZA /12/ LUZ ELENA ESPARZA /07/ FERNANDO FUENTES /21/ RAFAEL AVINA /12/ RAFAEL AVINA /2/ JUAN MANUEL VELASQUEZ /12/ JOSE ROBLES /12/ JAIME GARCIA /12/ KARLA GARCIA /12/ JOEL BARRAGAN ,70.7 8/2/2013 Case: Doc# 9-3 Filed: 08/02/13 Entered: 08/02/13 1:0:5 Page of