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Full title: *Withdrawn* Motion for Authority to (i) Employ Special ERISA Counsel, (ii) Terminate Plan and (iii) Approve Attorney's Fees Filed by Trustee Janet S Casciato-Northrup (Attachments: # 1 Service List # 2 Exhibit 1 # 3 Exhibit 2 # 4 Proposed Order) (McIntyre, Heather) Modified on 7/14/2021 (LinhthuDo). (Entered: 07/09/2021)

Document posted on Jul 8, 2021 in the bankruptcy, 10 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).And (iii) Approve Attorney’s Fees, seeking authority (i) to retain Matthew J. Borror (“Borror”) pursuant to 11 U.S.C. §327(a), §330 and Rule 2014 of the Federal Rules of Bankruptcy Procedures, (ii) to terminate a qualified plan for which the Debtors served as administrators on the Petition Date (as defined herein) and (iii) to compensate Borror for his services; and respectfully represents as follows: PRELIMINARY STATEMENT 1. To the best of the Trustee’s knowledge and other than as set forth herein, Borror does not have any connection with or any interest adverse to the Debtors, the Trustee, any creditors, or any other party in interest, or their respective attorneys or accountants, the United States trustee, or any person employed in the office of the United States trustee and is a “disinterested person” within the definition of Section 101(14) of the Bankruptcy Code on the matters for which he is to be engaged, except that the Borror has represented the Trustee in other cases in which she serves as Chapter 7 Trustee.PRAYER WHEREFORE, the Trustee prays that the Court enter an order authorizing the Trustee to (i) employ Borror, effective June 24, 2021, on the terms set forth herein, (ii) terminate the 401(k), (iii) pay Borror for his services up to $20,000.00 upon 15 days’ notice with the Court without fee application or further Court order, and (iv) such other and further relief as is just and proper.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE: § § COUNTRY FRESH HOLDING § COMPANY, INC., et. al.1 § Case No.: 21-30574 § Debtors. § § Jointly Administered TRUSTEE’S MOTION FOR AUTHORITY TO (i) EMPLOY SPECIAL ERISA COUNSEL, (ii) TERMINATE PLAN AND (iii) APPROVE ATTORNEY’S FEES THIS MOTION SEEKS AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE MOTION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOU MUST FILE AND SERVE YOUR RESPONSE WITHIN 21 DAYS OF THE DATE THIS WAS SERVED ON YOU. YOUR RESPONSE MUST STATE WHY THE MOTION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE MOTION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE MOTION AT THE HEARING. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY. TO THE HONORABLE MARVIN ISGUR, UNITED STATES BANKRUPTCY JUDGE: COMES NOW, Janet S. Northrup, the Chapter 7 Trustee (the “Trustee”) of the bankruptcy 1 The Debtors in these Chapter 7 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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estate of Country Fresh Holding Company, Inc et. al. (“Country Fresh” or “Debtors”), Debtors in the above-styled Chapter 7 case and files this Trustee’s Motion For Authority To (i) Employ Special ERISA Counsel, (ii) Terminate Plan And (iii) Approve Attorney’s Fees, seeking authority (i) to retain Matthew J. Borror (“Borror”) pursuant to 11 U.S.C. §327(a), §330 and Rule 2014 of the Federal Rules of Bankruptcy Procedures, (ii) to terminate a qualified plan for which the Debtors served as administrators on the Petition Date (as defined herein) and (iii) to compensate Borror for his services; and respectfully represents as follows: PRELIMINARY STATEMENT 1. Trustee seeks authority to employ Matthew J. Borror as special ERISA counsel, terminate a qualified plan, and to compensate Borror for his services up to $20,000.00 upon fifteen (15) days’ notice filed with the Court without further fee application as requested by the Ad Hoc Group of Secured Lenders to reduce administrative costs to the estate. JURISDICTION AND VENUE 2. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A) and (O). Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 3. This Court has constitutional authority to enter a final order with respect to this Motion. The employment of professionals of the estate has no equivalent in state law, thereby rendering the Supreme Court’s opinion in Stern v. Marshall inapplicable. See In re Carlew, 469 B.R. 666, 672 (Bankr. S.D. Tex. 2012) (discussing Stern v. Marshall, — U.S.—, 131 S.Ct. 2594,

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180 L.Ed.2d 475 (2011)). In the alternative, the employment of professionals for the estate is an essential bankruptcy matter which triggers the “public rights” exception. See id. BACKGROUND 4. On February 15, 2021 (the “Petition Date”), the Debtors filed a Voluntary Petition for Relief under Chapter 11 of the Bankruptcy Code (the “Case”). 2 5. The Debtors operated as a debtor-in-possession from February 15, 2021 until June 21, 2021, when the Court entered its order of conversion to Chapter 7—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] (the “Conversion Order”). Thereafter, Janet S. Northrup was appointed as the Chapter 7 Trustee. 6. On the Petition Date, the Debtors were the administrators and sponsors of one ERISA-governed plan known as the “Country Fresh, LLC 401(k) Plan” (the “401(k) Plan”) and another known as the “Country Fresh, LLC Welfare Benefit Plan” (the “Welfare Plan”). The Bankruptcy Code provides that the Trustee shall “continue to perform the obligations required of the administrator”. 11 U.S.C. § 704(a)(11). 7. The Trustee wishes to obtain Court approval to employ Borror as Special ERISA Counsel for the Trustee effective as of June 24, 2021 for the purpose of terminating both the 401(k) Plan and the Welfare Plan. Further, the Trustee wishes to obtain Court approval to pay Borror for his services up to $20,000.00 without fee application or further Court order. RELIEF REQUESTED – EMPLOYMENT OF SPECIAL ERISA COUNSEL 8. Section 327(a) of the Bankruptcy Code authorizes a Trustee to retain professionals as necessary to represent or assist the Trustee in carrying out her duties: 2 Additional information about the Debtors and their business can be found in the Declaration of Stephen Marotta in Support of First-Day Motions filed at Docket No. 18 in this Case.

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the Trustee, with the court’s approval, may employ, one or more attorneys, accountants, appraisers, auctioneers, or other professional persons . . . to represent or assist the Trustee in carrying out the Trustee’s duties under this title. See 11 U.S.C. § 327(a). 9. Pursuant to this provision of the Bankruptcy Code, the Trustee seeks to retain Borror, effective as of June 24, 2021, as special counsel for matters relating to compliance with the applicable federal statutes, including the Internal Revenue Code, regarding the Plan or other employee benefit matters which may be necessary in this bankruptcy proceeding. It is necessary for the Trustee to employ legal counsel knowledgeable about ERISA law because her general bankruptcy counsel lacks specialized knowledge and expertise in this area to assist the Trustee in performing her duties under 11 U.S.C. §704(a)(11). Typically, those duties include inviting 401(k) plan participants to make benefit elections. Here, it appears that distributions to participants have commenced but several mandatory federal filings have yet to be submitted. Additionally, the 2019 Form 5500 for the 401(k) Plan discloses that $80,000 of participant deferrals was not timely transmitted to the financial custodian but does not describe a resolution. Borror is a skilled professional with years of experience in dealing with the winding up of retirement plans, such as the 401(k) Plan, in the bankruptcy context. Borror has represented bankruptcy Trustees nationally, and in this district, to assist in winding down ERISA-governed plans sponsored by debtors. Borror currently represents the Trustee in two other cases. A copy of Borror’s resume is attached hereto as Exhibit “A”. 10. The professional services that Borror will render to the Trustee are limited to representation related to the ERISA-governed plans sponsored by the Debtors and he will be retained as special counsel for that purpose. 11. To the best of the Trustee’s knowledge and other than as set forth herein, Borror does

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not have any connection with or any interest adverse to the Debtors, the Trustee, any creditors, or any other party in interest, or their respective attorneys or accountants, the United States trustee, or any person employed in the office of the United States trustee and is a “disinterested person” within the definition of Section 101(14) of the Bankruptcy Code on the matters for which he is to be engaged, except that the Borror has represented the Trustee in other cases in which she serves as Chapter 7 Trustee. See Declaration of Matthew J. Borror attached hereto as “Exhibit B”. 12. To the best of the Trustee’s knowledge Borror does not have an agreement to share fees earned from his services to the estate as prohibited by the Bankruptcy Code. The Declaration of Matthew J. Borror pursuant to Federal Rule of Bankruptcy Procedure 2014(a) is attached hereto as Exhibit “B”. 13. The Trustee submits that Borror’s rate of $400.00 per hour is reasonable and should be approved by the Court at this time. 14. The Trustee proposes to retain Borror to assist the Trustee in dealing with all matters relating to the termination of the 401(k) Plan and Welfare Plan to ensure compliance with all retirement plan related federal statutes including the Internal Revenue Code. Based upon the foregoing, the Trustee believes that retention of Borror is necessary and in the best interest of this estate, its creditors, and parties in interest. RELIEF REQUESTED – TERMINATION OF PLAN 15. In order to terminate the ERISA-governed plans, it will be necessary for the Trustee to, among other actions, execute or direct the execution of documents, provide notice to the plan participants, and file required forms with the DOL or the IRS. The Trustee requests authority to execute and file all documents required to wind down and/or terminate those plans, using her business judgment and based on the advice and assistance of Borror. Further, to the extent it

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facilitates termination of the plans, the Trustee requests that she be authorized to allow and direct any custodian of funds to execute and file documents related to the Plan pursuant to the Trustee’s directions and instructions. RELIEF REQUESTED – APPROVAL OF BORROR’S FEES UP TO $20,000.00 WITHOUT FURTHER FEE APPLICATION 16. As requested by the Ad Hod Group of Secured Lenders, the Trustee seeks the Court’s approval of Borror’s fees up to $20,000.00 upon fifteen (15) days’ notice to be filed with the Court without separate fee application to reduce administrative costs to the estate. Bankruptcy Code § 330 permits professional persons to apply to the Court for compensation and reimbursement of expenses. In this case, Borror is providing discrete, specialized services to the Trustee necessary for the Trustee to perform her duties as plan administrator under 11 U.S.C. § 704(a)(11). The First Colonial Factors 17. The Fifth Circuit in In re First Colonial Corp. of America, 544 F.2d 129l (5th Cir.), cert. denied, 97 S. Ct. l696 (l977), described certain factors which should be considered in compensating attorneys in Chapter 7 cases. Those factors are discussed in the following paragraphs. 18. Time and labor required and novelty and difficulty of the questions involved. Borror expects his fees in this case to be less than $20,000.00. Employment of Borror is necessary in this case for matters relating to compliance with the applicable federal statutes, including the Internal Revenue Code, regarding the Plan or other employee benefit matters which may be necessary in this bankruptcy proceeding. It is necessary for the Trustee to employ legal counsel knowledgeable about ERISA law because her general bankruptcy counsel lacks specialized knowledge and expertise in this area to assist the Trustee in performing her duties under 11 U.S.C.

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§704(a)(11). 19. Reputation of Borror. Borror regularly represents the Trustee and other Chapter 7 Trustees in the Southern District and across the country and is well qualified to represent the Trustee in this case. 20. Skill required. The preceding paragraphs reflect the skill required by this case. A higher than ordinary degree of skill has been and will be required and employed by Borror in the representation of the Trustee for the reasons indicated. 21. Preclusion of other employment. Borror will be precluded from engaging in other employment as is necessary to perform the legal services described. 22. Undesirability of the case. A Chapter 7 case is only undesirable to the extent that Borror’s compensation is always contingent upon the availability of sufficient assets with which to reimburse Borror for his fees and expenses incurred. 23. Results obtained. Borror expects the 401(k) plan to be wound down as efficiently as practical. 24. Time limitations imposed by the case. Borror has been and will be available at all times to meet the Trustee's needs as they arise. Borror will attend to matters with due regard for the Trustee’s desire to quickly administer the assets, terminate the Plan, and thereafter close the bankruptcy case. 25. Customary charges for the services rendered. Borror’s hourly rate is $400.00. The rate charged is commensurate with the abilities of the Borror and equal to those customarily charged by Borror for equivalent work to non-trustee clients.

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26. Contingent nature of the fee. Fees to be paid to Borror in any Chapter 7 case are dependent on the availability of assets and/or recovery of voidable transfers. Borror was not hired on a percentage contingency agreement, but at the hourly rate noted herein. 27. Nature and length of professional relationship with client. Borror regularly assists the Trustee in the wind down of debtor retirement plans. 28. Borror believes the compensation and reimbursement of expenses sought herein are reasonable and represent work that will be necessary to wind down the Plan, and thus allow proper administration of the estate. 29. Borror, in compliance with Rule 2016 of the Bankruptcy Code, hereby states that: (i) no compensation previously received has been shared with any other entity; and (ii) no agreement or understanding exists between Borror and any other entity for the sharing of compensation received or to be received for services rendered in connection with this case. Borror did not receive any pre- or post-employment retainer in this matter and is holding no funds belonging to the Trustee or the Debtor. PRAYER WHEREFORE, the Trustee prays that the Court enter an order authorizing the Trustee to (i) employ Borror, effective June 24, 2021, on the terms set forth herein, (ii) terminate the 401(k), (iii) pay Borror for his services up to $20,000.00 upon 15 days’ notice with the Court without fee application or further Court order, and (iv) such other and further relief as is just and proper.

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Dated: July 9, 2021. Respectfully submitted, /s/ Heather Heath McIntyre Wayne Kitchens TBN 11541110 wkitchens@hwa.com Heather McIntyre TBN 24041076 hmcintyre@hwa.com HUGHESWATTERSASKANASE, LLP Total Plaza 1201 Louisiana, 28th Floor Houston, Texas 77002 Telephone: (713) 759-0818 Facsimile: (713) 759-6834 PROPOSED ATTORNEYS FOR CHAPTER 7 TRUSTEE, JANET S. NORTHRUP Respectfully submitted, /s/ Matthew J. Borror Matthew J. Borror Law Office of Matthew J. Borror 1205 McBain Avenue Campbell, CA 95008 Tel: 408.206.8873 Fax: 888.788.4345 PROPOSED SPECIAL ERISA COUNSEL FOR CHAPTER 7 TRUSTEE, JANET S. NORTHRUP CERTIFICATE OF CONFERENCE The undersigned hereby certifies that she conferred with Steve Statham with the U.S Trustee Office via telephone and email starting on July 9, 2021 and that the U.S. Trustee does not oppose the relief sought herein. The undersigned further certifies that she corresponded with John Weber, attorney for the Ad Hoc Group of Lenders, beginning on July 6, 2021 and that the Ad Hoc Group of Lenders does not oppose the relief sought herein. /s/ Heather Heath McIntyre Heather Heath McIntyre

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CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the Trustee’s Motion For Authority To (i) Employ Special ERISA Counsel, (ii) Terminate Plan And (iii) Approve Attorney’s Fees was served on (i) all parties receiving ECF notice in the case, and (ii) all parties listed on the attached “Master Service List” by electronic transmission or U.S. mail, first class, postage prepaid on July 9, 2021. /s/ Heather Heath McIntyre Heather Heath McIntyre

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