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Full title: Stipulation and Agreed Order Regarding Assumption and Assignment of the Oswego Agreements, Signed on 10/18/2021 (Related document(s):[719] Order on Motion to Convert Case to Chapter 7, Generic Order, [848] Generic Order) (TylerLaws)

Document posted on Oct 17, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Country Fresh Holding Company Inc. (7822); Country Fresh Midco Corp. (0702); Country Fresh Acquisition Corp. (5936); Country Fresh Holdings, LLC (7551); Country Fresh LLC (1258); Country Fresh Dallas, LLC (7237); Country Fresh Carolina, LLC (8026);Country Fresh Midwest, LLC (0065); Country Fresh Orlando, LLC (7876); Country Fresh Transportation LLC (8244) CF Products, LLC (8404) Country Fresh Manufacturing, LLC (7839); Champlain Valley Specialty of New York, Inc. (9030); Country Fresh Pennsylvania, LLC (7969); Sun Rich Fresh Foods (NV) Inc. (5526); Sun Rich Fresh Foods (USA) Inc. (0429); and Sun Rich Fresh Foods (PA) Inc. (4661).Valley Specialty of New York, Inc. entered into an Amended and Restated Company Lease Agreement (the “Lease”) for a facility located in Oswego County, New York; WHEREAS, on February 1, 2020, in conjunction with the Lease, the Oswego IDA and Debtor Champlain Valley Specialty of New York, Inc. entered into a Payment in Lieu of Taxes Agreement (the “PILOT Agreement” together with the Lease, the “Oswego Agreements”) for the Oswego Facility; WHEREAS, on February 15, 2021, the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code; WHEREAS, on March 29, 2021, the Court approved the sale of substantially all the Debtors’ assets to the Buyer pursuant to that Order Authorizing Country Fresh Holdings Company Inc. and Its Affiliated Debtors to (I)Relief [Docket No. 719]; WHEREAS, on June 21, 2021, the Trustee was appointed as the Chapter 7 Trustee in the above-captioned cases; WHEREAS, on August 5, 2021, the Court entered the Stipulation and Agreed Order Regarding County of Oswego Industrial Development Agency [Docket No. 848], pursuant to which, as and to the extent set forth therein, the Designation Rights Period and the Term of the TSA were extended through and including October 15, 2021 by agreement of the Parties, with respect to the Oswego Agreements; WHEREAS, the Oswego IDA and CF Oswego have negotiated the following amendments to the Oswego Agreements: (a) Amended and Restated Payment in Lieu of Taxes Agreement; (b) Omnibus Amendment of Transaction Documents; and (c) Omnibus Assignment and Assumption Agreement (collectively, the “Amended Oswego Agreements”), which Amended Oswego 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the APA, the Sale Order, or the TSA, as applicable.Agreements shall be effective as of the date of entry of this Stipulation and Agreed Order (the “Assumption Date”); WHEREAS, the Parties have agreed to the assignment to and assumption by CF Oswego of the Oswego Agreements, as amended by the Amended Oswego Agreements; WHEREAS, to the best of the knowledge of the Oswego IDA, there are no defaults existing under the Oswego Agreements or Amended Oswego Agreements as of the date hereof; WHEREAS, the Parties (other than the Oswego IDA) represent that there are no defaults existing under the Oswego Agre

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ENTERED October 18, 2021 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS Nathan Ochsner, Cler HOUSTON DIVISION In re: § Chapter 7 § COUNTRY FRESH HOLDING § Case No.: 21-30574 (MI) COMPANY INC., et. al.1 § § Jointly Administered Debtors. § STIPULATION AND AGREED ORDER REGARDING ASSUMPTION AND ASSIGNMENT OF THE OSWEGO AGREEMENTS This stipulation and agreed order (“Stipulation and Agreed Order”) is entered into by and between Janet Northrup, as chapter 7 trustee (the “Trustee”) of the estates of Country Fresh Holding Company Inc., et al. (collectively, the “Debtors”), County of Oswego Industrial Development Agency (the “Oswego IDA”), Stellex/CF Buyer (US) LLC (the “Buyer”), and CF Oswego, LLC (“CF Oswego”, and together with the Trustee on behalf of the Debtors, the Buyer, and the Oswego IDA, collectively, the “Parties”). The Parties hereby stipulate and agree as follows: 1 The Debtors in these Chapter 11 cases and the last four digits of each Debtors’ taxpayer identification number are as follows: Country Fresh Holding Company Inc. (7822); Country Fresh Midco Corp. (0702); Country Fresh Acquisition Corp. (5936); Country Fresh Holdings, LLC (7551); Country Fresh LLC (1258); Country Fresh Dallas, LLC (7237); Country Fresh Carolina, LLC (8026); Country Fresh Midwest, LLC (0065); Country Fresh Orlando, LLC (7876); Country Fresh Transportation LLC (8244) CF Products, LLC (8404) Country Fresh Manufacturing, LLC (7839); Champlain Valley Specialty of New York, Inc. (9030); Country Fresh Pennsylvania, LLC (7969); Sun Rich Fresh Foods (NV) Inc. (5526); Sun Rich Fresh Foods (USA) Inc. (0429); and Sun Rich Fresh Foods (PA) Inc. (4661). The Debtors’ principal place of business is 3200 Research Forest Drive, Suite A5, The Woodlands, TX, 77381.

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RECITALS WHEREAS, on February 1, 2020, the Oswego IDA and Debtor Champlain Valley Specialty of New York, Inc. entered into an Amended and Restated Company Lease Agreement (the “Lease”) for a facility located in Oswego County, New York; WHEREAS, on February 1, 2020, in conjunction with the Lease, the Oswego IDA and Debtor Champlain Valley Specialty of New York, Inc. entered into a Payment in Lieu of Taxes Agreement (the “PILOT Agreement” together with the Lease, the “Oswego Agreements”) for the Oswego Facility; WHEREAS, on February 15, 2021, the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code; WHEREAS, on March 29, 2021, the Court approved the sale of substantially all the Debtors’ assets to the Buyer pursuant to that Order Authorizing Country Fresh Holdings Company Inc. and Its Affiliated Debtors to (I) Sell Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, (II) Authorizing and Approving the Debtors’ Performance under the APA, (III) Authorizing and Approving the Assumption and Assignment of Certain of the Debtors’ Executory Contracts, Unexpired Leases, And Permits Related Thereto, and (IV) Granting Related Relief [Docket No. 437] (as the same has been and may further be amended, supplemented, or otherwise modified from time to time in accordance with its terms, together with all exhibits thereto, the “Sale Order”); WHEREAS, as authorized by the Sale Order, the Debtors, and the Buyer entered into that certain Asset Purchase Agreement, dated as of April 29, 2021, by and between the Debtors and the Buyer (as the same has been and may further be amended, supplemented, or otherwise modified from time to time in accordance with its terms, together with all exhibits and schedules thereto, the “APA”);

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WHEREAS, as authorized by the Sale Order and the APA, the Debtors and the Buyer entered into that certain Transition Services Agreement, dated as of April 29, 2021 (as the same has been and may further be amended, supplemented, or otherwise modified from time to time in accordance with its terms, together with all exhibits and schedules thereto, including the Supplemental TSA Order (as defined below), the “TSA”), which TSA has governed the business between the Parties from the Closing through the date hereof;2 WHEREAS, on April 29, 2021, the closing of the sale with the Buyer occurred; WHEREAS, on June 21, 2021, the Court entered the Order (I) Authorizing and Approving the Conversion of the Chapter 11 Cases, (II) Extending the Designation Rights Period, and (III) Granting Related Relief [Docket No. 719]; WHEREAS, on June 21, 2021, the Trustee was appointed as the Chapter 7 Trustee in the above-captioned cases; WHEREAS, on August 5, 2021, the Court entered the Stipulation and Agreed Order Regarding County of Oswego Industrial Development Agency [Docket No. 848], pursuant to which, as and to the extent set forth therein, the Designation Rights Period and the Term of the TSA were extended through and including October 15, 2021 by agreement of the Parties, with respect to the Oswego Agreements; WHEREAS, the Oswego IDA and CF Oswego have negotiated the following amendments to the Oswego Agreements: (a) Amended and Restated Payment in Lieu of Taxes Agreement; (b) Omnibus Amendment of Transaction Documents; and (c) Omnibus Assignment and Assumption Agreement (collectively, the “Amended Oswego Agreements”), which Amended Oswego 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the APA, the Sale Order, or the TSA, as applicable.

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Agreements shall be effective as of the date of entry of this Stipulation and Agreed Order (the “Assumption Date”); WHEREAS, the Parties have agreed to the assignment to and assumption by CF Oswego of the Oswego Agreements, as amended by the Amended Oswego Agreements; WHEREAS, to the best of the knowledge of the Oswego IDA, there are no defaults existing under the Oswego Agreements or Amended Oswego Agreements as of the date hereof; WHEREAS, the Parties (other than the Oswego IDA) represent that there are no defaults existing under the Oswego Agreements or Amended Oswego Agreements as of the date hereof. WHEREAS, there are no Cure Amounts (as defined in the Sale Order) owing under the Oswego Agreements or Amended Oswego Agreements as of the date hereof. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED AS FOLLOWS: 1. The recitals to this Stipulation and Agreed Order are incorporated as if fully set forth herein. 2. The Oswego Agreements, as amended by the Amended Oswego Agreements, are assumed and assigned to CF Oswego as of the Assumption Date. 3. No Cure Amount shall be paid in order to assume the Oswego Agreements as set forth herein. 4. The Parties are authorized to take all actions necessary to effectuate the relief granted pursuant to this Stipulation and Agreed Order. 5. This Court retains jurisdiction with respect to all matters arising from or relatedto the implementation, interpretation, or enforcement of this Stipulation and Agreed Order. Signed: OOccttoobbeerr 1187,, 22002118 ____________________________________ Marvin Isgur

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AGREED AND ACCEPTED: HUGHES WATTERS ASKANASE, LLP WINSTON & STRAWN LLP By: /s/ Wayne Kitchens /s/ Carey D. Schreiber Wayne Kitchens Carey D. Schreiber* wkitchens@hwa.com 200 Park Avenue State Bar No. 11541110 New York, New York 10166 Heather Heath McIntyre Telephone: (212) 294-6700 hmcintyre@hwa.com Facsimile: (212) 294-4700 State Bar No. 24041076 E-mail: cschreiber@winston.com 1201 Louisiana, Suite 2800 Houston, TX 77002 *Admitted Pro Hac Vice Telephone: 713-759-0818 Facsimile: 713-759-6834 COUNSEL TO THE BUYER AND CF ATTORNEYS FOR JANET NORTHRUP, OSWEGO CHAPTER 7 TRUSTEE CARACCIOLI LAW, PLLC /s/ Kevin C. Caraccioli Kevin C. Caraccioli 175 East Seventh Street Oswego, New York 13126 Telephone: (315) 343-1939 Facsimile: (315) 343-1822 E-mail: kcc@caracciolilaw.com COUNSEL FOR OSWEGO IDA

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