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Proposed Order Prepared and Submitted by:
Kenneth L. Cannon II (3705)
DURHAM JONES & PINEGAR'
111 East Broadway, Suite 900
Salt Lake City, UT 84111
Telephone: (801) 415-3000
Facsimile: (801) 41.5-3500
· 1 hereby cerUfy that the annexed ar'id foregoing
is a true and complete copy of a document,
an authorized electronic dock.c,t entry, on
~n the U,Wf~.d c~te~ .~:,~?'v,
q...', ". ..... ,p -~ ~a.~(~ptcy court for the
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RECEIVED
Attorneys for D. Ray Strong, Examiner with Expmtded Powers
JAN I .9 2005
IN THE UNITED STATES BANKRUPTCY COURT ~U~"'gt' ~
FOR THE' DISTRICT OF 'UTAH, CENTRAL DIVII~C~NKRUPTCY COURT
-DISTRICT OF UTAH
)
In re:
)
TRI-VALLEY DISTRIBUTING, INC., )
)
Debtor. )
)
)
In re: )
)
COOK OIL, COMPANY, )
)
Debtor. )
,)
)
h~ re: )
)
SNOBIRD, INC., )
)
Debtor. )
)
Bm~cruptcy No. 0i-36562 GEC
Chapter 11
(Substantively Consolidated)
Bankruptcy No. 01-36563 GEC
Chapter 11
Bankruptcy No. 01-36563 GEC
Chapter 11
Honorable Glen E. Cl~k
ORDER APPROVING AUCTION SALE OF CEDAR CITY, UTAH
CONVENIENCE STORE (STORE NO. 1056) AND FRONTIER,
WYOMING CONVENIENCE STORE (STORE NO. 1200)
RECEJ.VED 2/24/2005 at 4:33 PM
RECEIVING # 906718
BOOK: 579 PAGE: 585
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
The motion ("Motion") of D. Ray Strong, the court-appointed exaa~finer with
expanded powers (the "Examiner'') on behalf of the Debtors for an order approving, pursuant to
Baaukruptcy Code Sections 363 Co), (f), and (m), and 105(a) and Federal Rules of Bankruptcy
Procedure 2002 and 6004, (1) the sale at auction of two of the Debtors' convenience stores, store
no. 1056 located at 2519 North Main, Cedar City, Utah, together with all non-fixture equipment
used in the operation of the store (the "Cedar City Store"), but excluding from the sale furniture,
fixtures, ,'md eqnipment owned by third parties, and store no. 1200, located on Highway 189
North, Frontier, Wyoming, together with all non-fixture equipment used in the operation of the
store (the "Frontier Store"), but excluding from the sale furniture, fixtures, and equipment owned
by third parties, and (2) thc sale of store oa~d fi~el inventory at the Cedar City and Frontier Stores
to the respective winning bidder on each store ibr an additional purchaSe price acceptable to the
Examiner, came on for hearing as scheduled on January 19, 2005. Appearances of counsel were
as noted on the record. The COurt, having considered the Motion, the notice of the Motion, and
the representations of counsel, having found that the auctions contemplated by the Motion are in
the best interests of creditors and in compli,-mce with applicable bankruptcy law, and good cause
appearing, hereby
ORDERS:
1. The Motion is approved.
2. The sale of the Cedar City and Frontier Stores free and clear of liens,
encnmbrances, and other interests to the respective party making the highest bid at each auction
pursuant to 11 U.S.C. §§ 105(a), 3630o), mid 363(0 and Fed. R. Bm~cr. P. 2002 and 6004, on the
terms set forth in the Motion and attaclunents thereto, is approved, with valid liens on each store
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,
to attach to the proceeds of the sale of that store (the "Sale Proceeds"). The Cedar City and
Frontier Stores will be sold "as is" in all respects. The Disthbution Agent (as defined in the
Confirmed Plan) and the Examiner are authorized in their discretion to fix a minimum sale price
for each property.
3. The title company hm~dling the closing ofthe sale transaction is authorized and
directed to pay from the appropriate Sale Proceeds at closing ordinary costs of sale includhag, for
example, title insurance, recording fees, escrow fees, and the like related to that store; the auction
commission approved by this Order; mad ad valorem real property taxes and personal property
taxes duc for years prior to 2005 will be paid fi.om proceeds of the sale and property taxes and
other assessments for 2005 will be pro-rated between the Debtors and the purchaser. The title
.company will transfer the re~naining Sale Proceeds to the Distribution Agent (as defined in the
Confimaed Plan).
4. The Examiner is authorized to sell to the prevailing bidder on each property fuel
mad store inventory at that store for mi additional purchase price as follows. The purchase price
for the store inventory at each store will be fixed by an inventory conducted by a third party
mutually acceptable to the Examiner and the purchaser and the purchase price for the fuel
inventory at each store will be at the Debtors' cost.
5. Closing of the sale of the Cedar City StOre will take place within ten business
days lbllowing the auction for that store. Closing of the sale of the Frontier Store will take place
within ten business days following the auction for that store.
6. The auctions contemplated by the Motion have been proposed in good faith, the
Debtors have no relationships, mlderstanding~, or agreements with Erkelens & Olson,
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Auctioneers, the auctioneer for these sales, other thm~ with respect to the services it has provided
in this case, and purchasers from the auction sales shall be treated as good faith purchasers as
contemplated in 11 U,S,C, § 363(m),
7. A 6% commission on the final cash sale price for the sale of each Store is
approved and will be paid from the Sale Proceeds to the Erkelens & Olson Auctioneers.
8. The Examiner and Distribution Agent are authorized to execute all documents
necessary to consummate the transactions contemplated by the Motion m~d approved by this
Order.
9. The Examiner is author/zed, pursuant to Fed. R. Bmflcr. P. 6004(g), to hold the
auction sales of the Cedar City and Frontier Stores immediately upon entry of this Order ,and this
Order is not stayed until the expiration often days after entry hereof.
DATED:, /'"
0588
BY THE cOuRT:
Honorable Glen E. Clark, Chief Judge
United States Bankruptcy Court
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CLERK'S CERTIFICATE OF SERVICE
I hereby certify that on this __ day of January, 2005, I caused a true and correct copy of
the foregoing Order to be mailed, postage prepaid and addressed as follows:
D. Ray Strong
Neilson Elggren LLP
230 South 500 East, Suite 425
Salt Lake City, UT 84102
Kenneth L. Cannon II
Durham, Jones & Pinegar
111 East Broadway, Suite 900
Salt Lake City, LIT 84111
Laurie A. Cayton
Office of tho United States Trustee
9 Exchange Place, Suite 100
Salt Lake City, UT 84111
Weston L. Harris
Parsons Kinghorn Harris
111 East Broadway, Suite 1100
Salt Lake City, UT 84111
Lincoln County Treasurer
P.O. Box 630
Kemmerer, WY 83101-0630
Iron County Treasurer
68 South 100 East
Parowan, UT 84761
Erkelens & Olson, Auctioneers
430 West 300 North
Salt Lake City, UT 84103