Case KG Doc 2912 Filed 08/17/17 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE : : : : : :

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1 Case KG Doc 2912 Filed 08/17/17 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re HH LIQUIDATION, LLC, et al. 1 Debtors. Chapter 11 Case No (KG) (Jointly Administered) CERTIFICATION OF COUNSEL REGARDING STIPULATION AND ORDER AUTHORIZING OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO ASSERT AVOIDANCE ACTIONS The undersigned hereby certifies the following 1. The Official Committee of Unsecured Creditors (the Committee ) appointed in the above-captioned cases and HH Liquidation, LLC, et al., the debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ) have entered into the Stipulation and Order Authorizing Official Committee of Unsecured Creditors to Assert Avoidance Actions (the Stipulation ), pursuant to which the Committee is authorized and has derivative standing to investigate and assert, on behalf of the Debtors estates, any and all actual or potential causes of action to avoid a transfer of property or an obligation incurred by the Debtors pursuant to any applicable section of the Bankruptcy Code, including sections 502, 510, 542, 544, 545, and of the Bankruptcy Code or under similar or related state or federal statutes and common law, including fraudulent transfer laws. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are HH Liquidation, LLC (f/k/a Haggen Holdings, LLC) (7558), HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC) (6341), HH Opco South, LLC (f/k/a Haggen Opco South, LLC) (7257), HH Opco North, LLC (f/k/a Haggen Opco North, LLC) (5028), HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC) (7687), and HH Legacy, Inc. (f/k/a Haggen, Inc.) (4583). The mailing address for each of the Debtors is Aliso Creek Road, Suite B-1003, Aliso Viejo, California DOCS_NY /002

2 Case KG Doc 2912 Filed 08/17/17 Page 2 of 2 2. Attached hereto as Exhibit A is a proposed Order approving the Stipulation (the Proposed Order ). 3. Attached as Exhibit 1 to the Proposed Order is the Stipulation. 4. The Parties have reviewed the Stipulation and consented to the entry of the Proposed Order approving the Stipulation. 5. Accordingly, the Committee respectfully requests entry of the Proposed Order attached hereto as Exhibit A at the Court s earliest convenience. Dated August 17, 2017 PACHULSKI STANG ZIEHL & JONES LLP /s/ Peter J. Keane Bradford J. Sandler (Bar No. 4142) Robert J. Feinstein (NY Bar No ) Peter J. Keane (Bar No. 5503) 919 North Market Street, 17th Floor Wilmington, DE Tel Fax Counsel to the Official Committee of Unsecured Creditors DOCS_NY /002 2

3 Case KG Doc Filed 08/17/17 Page 1 of 11 EXHIBIT A

4 Case KG Doc Filed 08/17/17 Page 2 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re HH LIQUIDATION, LLC, et al. 1 Debtors. Chapter 11 Case No (KG) (Jointly Administered) Related Docket No. ORDER APPROVING STIPULATION AND ORDER AUTHORIZING OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO ASSERT AVOIDANCE ACTIONS Upon consideration of the Stipulation and Order Authorizing Official Committee of Unsecured Creditors to Assert Avoidance Actions (the Stipulation ) attached hereto as Exhibit 1; and after due deliberation and sufficient cause appearing therefore, it is hereby ordered that 1. The Stipulation and all of the terms set forth therein are APPROVED and shall have the full force and effect of an order entered by this Court with respect thereto. 2. Unless otherwise agreed by the Debtors and Committee, the Debtors and their respective officers, directors, advisors, professionals, and employees shall have no further duty, obligation, or liability with respect to the Avoidance Actions, including, without limitation, analyzing potential Avoidance Actions, determining whether any Avoidance Action should or should not be filed and prosecuted, and filing and prosecuting any Avoidance Action; except 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are HH Liquidation, LLC (f/k/a Haggen Holdings, LLC) (7558), HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC) (6341), HH Opco South, LLC (f/k/a Haggen Opco South, LLC) (7257), HH Opco North, LLC (f/k/a Haggen Opco North, LLC) (5028), HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC) (7687), and HH Legacy, Inc. (f/k/a Haggen, Inc.) (4583). The mailing address for each of the Debtors is Aliso Creek Road, Suite B-1003, Aliso Viejo, California DOCS_NY /002

5 Case KG Doc Filed 08/17/17 Page 3 of 11 with respect to the Debtors obligations under the Stipulation, including the cooperation provision contained in Paragraph 5 thereof. 3. As the Parties share a common interest in the pursuit of the Avoidance Actions, neither the Stipulation and Order nor any confidential or privileged information shared among the Parties concerning the Avoidance Actions shall constitute a waiver of any applicable confidentiality, attorney/client privilege, attorney/client work-product, or common interest privilege of the Parties, which respective privileges are hereby fully preserved. As such, all communications between the Debtors and the Committee, and any documents or evidence of any kind provided by the Debtors to the Committee, shall not affect, prejudice, or be deemed a waiver of any of the Debtors and the Committee s privileges and immunities. 4. This Court retains jurisdiction to interpret, implement, and enforce the provisions of this Order and the Stipulation. Dated, 2017 The Honorable Kevin Gross United States Bankruptcy Judge DOCS_NY /002 2

6 Case KG Doc Filed 08/17/17 Page 4 of 11 Exhibit 1 to Order DOCS_NY /002

7 Case KG Doc Filed 08/17/17 Page 5 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re HH LIQUIDATION, LLC, et al. 1 Debtors. Chapter 11 Case No (KG) (Jointly Administered) STIPULATION AND ORDER AUTHORIZING OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO ASSERT AVOIDANCE ACTIONS This Stipulation and Order the (the Stipulation and Order ) is entered into as of August 16, 2017 by and between the undersigned counsel on behalf of HH Liquidation, LLC and its affiliated debtors and debtors in possession in the above-captioned cases (collectively the Debtors ) and the Official Committee of Unsecured Creditors (the Committee ) of the Debtors (each a Party and collectively, the Parties ). The Parties agree, subject to the approval of the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ), as follows RECITALS A. On September 8, 2015 (the Petition Date ), the Debtors filed with this Court voluntary petitions for relief under title 11 of the United States Code (the Bankruptcy Code ). The Debtors are managing their properties as debtors in possession pursuant to sections 1107(a) 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are HH Liquidation, LLC (f/k/a Haggen Holdings, LLC) (7558), HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC) (6341), HH Opco South, LLC (f/k/a Haggen Opco South, LLC) (7257), HH Opco North, LLC (f/k/a Haggen Opco North, LLC) (5028), HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC) (7687), and HH Legacy, Inc. (f/k/a Haggen, Inc.) (4583). The mailing address for each of the Debtors is Aliso Creek Road, Suite B-1003, Aliso Viejo, California DOCS_NY /002

8 Case KG Doc Filed 08/17/17 Page 6 of 11 and 1108 of the Bankruptcy Code. These cases are being jointly administered for procedural purposes pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. No trustee or examiner has been appointed in the Debtors cases. B. On September 21, 2015, the Office of the United States Trustee for the District of Delaware appointed the Committee in these cases to represent all unsecured creditors of the Debtors pursuant to section 1102 of the Bankruptcy Code. C. The Committee has requested, as being in the best interests of the Debtors estates and necessary and beneficial to the fair and efficient administration of the Debtors estates, that the Debtors consent to entering into this Stipulation and Order granting the Committee derivative standing to investigate and assert, on behalf of the Debtors estates, any and all actual or potential causes of action to avoid a transfer of property or an obligation incurred by the Debtors pursuant to any applicable section of the Bankruptcy Code, including sections 502, 510, 542, 544, 545, and of the Bankruptcy Code or under similar or related state or federal statutes and common law, including fraudulent transfer laws (the Avoidance Actions ). D. The Debtors are prepared to consent to the grant of derivative standing to the Committee to investigate and bring the Avoidance Actions, subject to the terms of this Stipulation and Order. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below and for other good, valuable and adequate consideration hereby deemed received, the Parties hereby stipulate and agree, subject to the approval of the Bankruptcy Court, as follows DOCS_NY /002 2

9 Case KG Doc Filed 08/17/17 Page 7 of Recitals. The preceding recitals are true and correct and are incorporated into this Stipulation and Order by this reference. 2. Authorization to Assert Claims. The Parties hereby stipulate that the Committee is authorized and has derivative standing to investigate and assert, and, if appropriate, settle, on behalf of the Debtors estates, the Avoidance Actions. Notwithstanding the grant of derivative standing to the Committee, the approval of this Stipulation and Order by the Bankruptcy Court is not to be construed as a finding that any causes of action that may be brought by the Committee pursuant to this Stipulation and Order are or would be meritorious. 3. Settlements. Any settlement of an Avoidance Action by the Committee prior to the effective date (the Effective Date ) of any plan pursuant to section 1129 of the Bankruptcy Code (the Plan ) shall be subject to approval by the Court. 4. Debtors Obligations. Unless otherwise agreed by the Debtors and Committee, the Debtors and their respective officers, directors, advisors, professionals, and employees shall have no further duty, obligation, or liability with respect to the Avoidance Actions, including, without limitation, analyzing potential Avoidance Actions, determining whether any Avoidance Action should or should not be filed and prosecuted, and filing and prosecuting any Avoidance Action; except with respect to the Debtors obligations under this Stipulation and Order, including the cooperation provision contained in Paragraph Cooperation. The Debtors agree to reasonably cooperate in making information and their documents available to the Committee for its review without formal subpoena or discovery demands subject to such confidentiality obligations and privilege claims as may DOCS_NY /002 3

10 Case KG Doc Filed 08/17/17 Page 8 of 11 exist and such exchange of information and/or documents shall be subject to the protections of the common interest privilege. 6. Previous Stipulations. Nothing herein does or shall affect the validity and enforceability of the following, which remain in full force and effect (i) Order Approving Stipulation and Order (1) Granting Derivative Standing to the Official Committee of Unsecured Creditors to Commence Litigation Against Haggen Property Holdings, LLC, Haggen Property South, LLC, Haggen Property North, LLC, Haggen Property Holdings II, LLC, Haggen Property Holdings III, LLC, Comvest Partners and/or Directors and Officers of thereof; and (2) Providing for a Litigation Standstill [Docket No. 1235] entered on January 15, 2016; and (ii) Order Approving Stipulation and Order (1) Granting Derivative Standing to the Official Committee of Unsecured Creditors to Commence Litigation Against Haggen SLB, LLC and/or its Past and/or Present Directors and Officers [Docket No. 1858] entered on May 2, Preservation of Privilege. As the Parties share a common interest in the pursuit of the Avoidance Actions, neither this Stipulation and Order nor any confidential or privileged information shared among the Parties concerning the Avoidance Actions shall constitute a waiver of any applicable confidentiality, attorney/client privilege, attorney/client work-product, or common interest privilege of the Parties, which respective privileges are hereby fully preserved. As such, all communications between the Debtors and the Committee, and any documents or evidence of any kind provided by the Debtors to the Committee, shall not affect, prejudice, or be deemed a waiver of any of the Debtors' and the Committee's privileges and immunities. DOCS_NY /002 4

11 Case KG Doc Filed 08/17/17 Page 9 of Termination Upon the Effective Date of a Plan or Conversion to Chapter 7. As of the Effective Date of any Plan or the conversion of the cases to chapter 7 of the Bankruptcy Code and the appointment of a chapter 7 trustee, this Stipulation and Order shall terminate and the party so designated by the Plan or the chapter 7 trustee if converted (in either case, the Designated Party ) shall automatically be deemed to be substituted as plaintiff with respect to any and all Avoidance Actions. The Designated Party shall succeed to all rights, benefits, and protections of the Committee and/or the Debtors with respect to such Avoidance Actions and shall have standing post-effective Date or post-conversion, as the case may be, to pursue and, if appropriate, compromise and settle all claims asserted in the Avoidance Actions in accordance with the terms of the Plan (if any). In effectuating the substitution, the Committee, the Debtors and their respective counsel and professionals shall provide the Designated Party with all information and documents they have concerning the Avoidance Actions and the production of such information and documents to the Designated Party shall be subject to the protections of any applicable confidentiality, attorney/client privilege, attorney/client work-product or common interest privilege. For the avoidance of doubt, the preceding does not prohibit the Plan from designating the Committee as the Designated Party. 9. Reservation of Rights. The Parties fully reserve all of their respective rights on any matter not expressly set forth in this Stipulation and Order. 10. Waiver and Modification. Except as expressly provided herein, this Stipulation and Order may not be modified, except in writing signed by the Parties and subject to Bankruptcy Court approval. DOCS_NY /002 5

12 Case KG Doc Filed 08/17/17 Page 10 of Entire Agreement. This Stipulation and Order constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. 12. Good Faith. The terms of this Stipulation and Order were negotiated in good faith and at arms' length among the Parties. 13. Severability. The illegality, invalidity, or unenforceability of any provision of this Stipulation and Order under the law of any jurisdiction shall not affect its legality, validity, or enforceability under the law of any other jurisdiction, nor the legality, validity or enforceability of any other provision. 14. Binding Agreement. Other than as set forth in Paragraph 8 herein, this Stipulation and Order shall be binding upon the successors and assigns of the Parties, including, as to the Debtors or any future chapter 11 or chapter 7 trustee, examiner, responsible person, or other successor in interest. 15. Counterparts. This Stipulation and Order may be executed in any number of counterparts, whereby each counterpart, when so executed and delivered, shall be deemed an original and all counterparts, taken together, shall constitute but one and the same Stipulation and Order. 16. Headings. The headings used in this Stipulation and Order are for convenience of reference only and shall not be used or deemed to explain or modify the terms of any provision hereof. DOCS_NY /002 6

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