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Full title: Proposed Order Submission After Hearing (Filed By Foley & Lardner LLP ).(Related document(s):[774] Application for Compensation) (Melko, John)

Document posted on Sep 21, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

FIRST AND FINAL FEE APPLICATION OF FOLEY & LARDNER LLP AS COUNSEL TO THE DEBTORS FOR ALLOWANCE AND PAYMENT OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED DURING THE PERIOD FROM FEBRUARY 15, 2021 THROUGH JUNE 21, 2021 AND (B) CERTAIN RELATED FEES AND EXPENSES, (II) AUTHORIZING THE PAYMENT THEREOF FROM THE CARVE OUT AND (III) GRANTING CERTAIN RELATED RELIEF Court has jurisdiction to consider the Application pursuant to 28 U.S.C. § 1334; and it appearing that the venue of these chapter 7 cases in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b); and, after due deliberation, the Court having determined that the relief requested in the Application is in the best interests of the Debtors; their 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).Foley & Lardner LLP is hereby allowed as administrative expenses on a final basis in the amount of $2,024,164.00 in fees and $48,193.62 in expenses for a total amount of $2,072,357.62, incurred from February 15, 2021 through June 21, 2021, but also including amounts expended in connection with the finalizing, filing, and prosecution of the Debtors’ professionals fee applications.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: § Chapter 7 § COUNTRY FRESH HOLDING § Case No.: 21-30574 (MI) COMPANY INC., et. al.1 § § Jointly Administered Debtors. § AGREED ORDER (I) APPROVING (A) FIRST AND FINAL FEE APPLICATION OF FOLEY & LARDNER LLP AS COUNSEL TO THE DEBTORS FOR ALLOWANCE AND PAYMENT OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED DURING THE PERIOD FROM FEBRUARY 15, 2021 THROUGH JUNE 21, 2021 AND (B) CERTAIN RELATED FEES AND EXPENSES, (II) AUTHORIZING THE PAYMENT THEREOF FROM THE CARVE OUT AND (III) GRANTING CERTAIN RELATED RELIEF Upon consideration of the First and Final Fee Application of Foley & Lardner LLP as Counsel to the Debtors for Allowance and Payment of Compensation for Services Rendered and Reimbursement of Expenses Incurred During the Period from February 15, 2021 through June 21, 2021 (the “Application”) and it appearing that this Court has jurisdiction to consider the Application pursuant to 28 U.S.C. § 1334; and it appearing that the venue of these chapter 7 cases in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b); and, after due deliberation, the Court having determined that the relief requested in the Application is in the best interests of the Debtors; their 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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estates, their creditors and other parties in interest; and it appearing that proper and adequate notice of the Application has been given and that no other further notice is necessary; and good and sufficient cause appearing therefore; It is hereby ORDERED, ADJUDGED, AND DECREED that: 1. Foley & Lardner LLP is hereby allowed as administrative expenses on a final basis in the amount of $2,024,164.00 in fees and $48,193.62 in expenses for a total amount of $2,072,357.62, incurred from February 15, 2021 through June 21, 2021, but also including amounts expended in connection with the finalizing, filing, and prosecution of the Debtors’ professionals fee applications. 2. Foley & Lardner LLP previously received $1,208,227.20 in fees and $28,773.68 in expenses from the Debtors pursuant to the Interim Compensation Order [Dkt No. 598]. 3. The Chapter 7 Trustee is authorized and directed to promptly pay the remaining approved fees in the amount of $815,936.80 and expenses in the amount of $19,419.94 for a total of $835,356.74 to Foley & Lardner LLP from the Carve-Out (as defined in the DIP Order [Dkt No. 335]. 4. As it concerns the remaining requested fees incurred post-conversion in the Application, the Lenders have agreed that Foley & Lardner LLP shall be paid in the aggregate amount of $40,000 from the Lenders’ cash collateral, and shall have no other claim against the bankruptcy estates for the remaining fees in the Application (the “Additional Approved Fees”). 5. The Chapter 7 Trustee is authorized and directed to promptly pay the Additional Approved Fees in the amount of $40,000 to Foley & Lardner LLP from the Lenders’ cash collateral.

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6. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Dated: _______________ ____________________________________ Marvin Isgur United States Bankruptcy Judge AGREED AND ACCEPTED: FOLEY & LARDNER LLP HUGHES WATTERS ASKANASE, LLP /s/ John P. Melko___________________ /s/ Heather McIntyre__________ John P Melko Heather McIntyre Texas State Bar No. 13919600 Texas State Bar No. 24041076 Email: jmelko@foley.com Email: hmcintyre@hwa.com Sharon M. Beausoleil Wayne Kitchens Texas State Bar No. 24025245 State Bar No. 11541110 Email: sbeausoleil@foley.com Email: wkitchens@hwa.com 1000 Louisiana Street, Suite 2000 Total Plaza Houston, Texas 77002 1202 Louisiana Street, 28th Floor Telephone: 713.276.5500 Houston, Texas 77002 Telephone: 713.759.0818 Mark C. Moore Texas State Bar No. 24074751 COUNSEL FOR CHAPTER 7 TRUSTEE, Email: mmoore@foley.com JANET S. NORTHUP 2021 McKinney Avenue, Suite 1600 Dallas, Texas 75201 Telephone: 214.999.4150

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PORTER HEDGES LLP /s/ John F. Higgins_______________ John F. Higgins State Bar No. 09597500 jhiggins@porterhedges.com Shane Johnson State Bar No. 24083263 sjohnson@porterhedges.com Megan Young-John State Bar No. 24088700 myoung-john@porterhedges.com 1000 Main Street, 36th Floor, Houston, Texas 77002-2764 Telephone: (713) 226-6000 and PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Elizabeth R. McColm* John T. Weber* Diane Meyers* Grace C. Hotz* 1285 Avenue of the Americas New York, NY 10019 (212) 373-3000 (212) 757-3990 (Fax) emccolm@paulweiss.com jweber@paulweiss.com dmeyers@paulweiss.com ghotz@paulweiss.com *Admitted Pro Hac Vice COUNSEL TO AD HOC GROUP OF SECURED LENDERS

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