IN THE FIRST JUDICIAL DISTRICT COURT IN AND FOR CACHE COUNTY, STATE OF UTAH

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1 The Order of Court is stated below: Dated: April 26, 2013 /s/ Thomas Willmore 09:02:55 AM District Court Judge Prepared and Submitted by: George Hofmann (10005) Victor P. Copeland (13511) Parsons Kinghorn Harris A Professional Corporation 111 East Broadway, 11th Floor Salt Lake City, Utah Telephone: (801) Facsimile: (801) Attorneys for Receiver Gil A. Miller IN THE FIRST JUDICIAL DISTRICT COURT IN AND FOR CACHE COUNTY, STATE OF UTAH CITIZENS BUSINESS BANK, a California Corporation, vs. Plaintiff. ARAMBEL ENTERPRISES, INC., a Utah corporation; PYRENEE S DAIRY, LLC, a Utah limited liability company; LIVESTOCK NUTRITION SERVICES, LLC, a Utah limited liability company; V A HOLDINGS, LLC, a Utah limited liability company; MICHAEL JOE ARAMBEL AND VICKI ARAMBEL REVOCABLE TRUST UDT dated June 26, 2000, a Utah entity; MICHAEL JOE ARAMBEL, an individual; VICKI ARAMBEL, an individual; GAYLE ROXANNE ARAMBEL, aka Gayle Roxanne Holly, an individual; and CACHE COMMODITIES, INC., a Utah corporation, ORDER (A) AUTHORIZING THE RECEIVER TO EMPLOY AND COMPENSATE HERD EXPERT, (B) APPROVING SALE PROCEDURES FOR LIQUIDATION AUCTION, AND (C) AUTHORIZING THE SALE OF ANY OR ALL COLLATERAL (OTHER THAN REAL ESTATE) THROUGH LIQUIDATION AUCTION FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS Civil No Judge Thomas Willmore Defendants. April 26, :02 AM 1 of 11

2 This matter came before the Court on April 23, 2013 at 10:30 a.m. for hearing upon (i) the Receiver s Motion for Order Authorizing Receiver to Employ and Compensate Herd Expert (the Motion to Employ ) and (ii) the Receiver s Motion for Order (A) Approving Sale Procedures for Liquidation Auction and (B) Authorizing the Sale of Any or All of Borrowers Collateral Through Liquidation Auction Free and Clear of Liens, Claims, Encumbrances and Interests (the Sale Motion ) (collectively, the Motions ) filed by Gil A. Miller (the Receiver ) pursuant to the Amended Order Appointing Receiver, effective April 1, 2013 (as amended, the Receiver Order ). 1 George Hofmann and Victor Copeland appeared on behalf of the Receiver. Jonathan Jenkins appeared on behalf of the Arambel Defendants. James Jenkins appeared on behalf of Cache Commodities. Jessica Peterson appeared on behalf of CBB. The Court having reviewed and considered the Motions, the statements, arguments and representations made at the hearing on the Motions, and such other and further matters as the Court deemed appropriate, and good cause appearing, the Court ruled as follows: 1. The Receiver may employ Chad Lowry and TLC (collectively, TLC ) on a commission basis, plus actual and necessary expenses, for purposes of setting up and conducting a liquidation auction (the Auction ) of cattle and designated 1 Unless otherwise noted, capitalized terms shall have the same meaning as in the Receiver Order. April 26, :02 AM 2 of 11

3 farm equipment that constitute Collateral (the Designated Collateral ), and to compensate TLC for consultation services at an hourly rate of $75 per hour for occasional general consulting; provided that TLC may not charge $75 per hour consulting fees for services rendered to set up and conduct the Auction, which services are to be compensated solely on an authorized commission basis. 2. The Receiver is authorized to pay TLC a selling commission in the amount of 4% of the gross proceeds from the Auction and to reimburse TLC for its customary and ordinary expenses incurred in connection with the Auction prior to disbursement without further Order of the Court. Additional compensation to TLC for consulting fees other than its selling commission and expense reimbursement shall be subject to the Receiver s filing of a separate application to compensate TLC and the Court s approval by further Order. 3. The Receiver is authorized to sell the Designated Collateral (and not real estate or fixtures that constitute Collateral) through the Auction pursuant to this Order and the Sales Procedures attached as Exhibit 1 to this Order. 4. On or before April 29, 2013, the Receiver shall provide to the Parties a list of the equipment that constitutes CBB Collateral that the Receiver intends to market for sale through the Auction. The Receiver also shall include with this list a separate list of equipment that is subject to a lien or interest in favor of a thirdparty. 5. On or before May 3, 2013, the Parties shall file with the Court and serve 3 April 26, :02 AM 3 of 11

4 upon the other Parties any objections to the Receiver s list of equipment that constitutes CBB Collateral that the Receiver intends to market for sale through the Auction. To the extent any such objections are filed, the Court shall conduct a telephonic hearing as necessary in advance of the Auction. 6. The Auction for the any or all of the Designated Collateral shall be conducted by TLC. The Auction of the dairy herd that constitute Collateral shall take place at 9:00 a.m. on May 8, 2013 at the Hyrum, Utah dairy site of Arambel/Pyrenees Dairy, located at 4700 South 1900 West, Hyrum, Utah On May 8, 2013, potential equipment buyers may preview the designated equipment that constitutes Collateral prior to and during the dairy herd sale. Bidders may enter internet bids for the equipment beginning on May 8, The online equipment Auction will soft-close on May 16, 2013 at 6:00 p.m. Mountain Standard Time, i.e., after 6:00 p.m. bidding only will continue in two minute increments to determine the outcome of any bidding contests. 8. On or before May 10, 2013, the Receiver shall provide to the Parties an accounting of the advances CBB has made to the Receiver for feeding and milking cows and to otherwise maintain the Collateral prior to sale for which the Receiver intends to reimburse CBB pursuant to Paragraph 3 of the Receiver Order. To the extent such information is then available, the Receiver also shall provide an accounting of the May 8, 2013 dairy herd sale. 9. On or before May 15, 2013, the Parties shall file with the Court and serve upon the other Parties any objections to the Receiver s proposed April 26, :02 AM 4 of 11

5 reimbursements to CBB pursuant to Paragraph 3 of the Receiver Order. All objections to reimbursement must be made with specificity. 10. Responses to any objections to the Receiver s proposed reimbursements to CBB pursuant to Paragraph 3 of the Receiver Order are due on or before May 17, On May 20, 2013 at 3:30 p.m., the Court shall conduct a telephonic hearing regarding the Receiver s proposed reimbursements to CBB pursuant to Paragraph 3 of the Receiver Order. 12. The sale of any or all of the Designated Collateral of cattle or farm equipment through the Auction and pursuant to the Sale Procedures shall be free and clear of liens, claims, encumbrances and interests, with such liens and interests to attach to the proceeds of sale with the same validity and priority as pre-receivership liens and interests. Nothing in this Order shall be construed to constitute a finding as to ownership of a particular item of Collateral. BY THE COURT: Approved as to Form: Durham Jones & Pinegar /s/ Steven J. McCardell Signed by Victor P. Copeland with permission of Steven J. McCardell Olsen & Hoggan, P.C. /s/ James C. Jenkins Signed by Victor P. Copeland with permission of James C. Jenkins 5 April 26, :02 AM 5 of 11

6 Daines & Jenkins, LLP /s/ Jonathan E. Jenkins Signed by Victor P. Copeland with permission of Jonathan E. Jenkins April 26, :02 AM 6 of 11

7 Exhibit 1 CITIZENS BUSINSS BANK v. ARAMBEL ENTERPRISES, INC. et al (Civil No ) Sale Procedures Set forth below are the sale procedures (the "Sale Procedures") to be employed with respect to the proposed sale of any or all of the property of Arambel Enterprises, Inc., Pyrenee s Dairy, LLC, Pyrenees Dairy, LLC, Livestock Nutrition Services, LLC, VA Holdings, LLC, and the Michael Joe Arambel and Vicki Arambel Revocable Trust dated June 26, 2000 (collectively for the purposes of these Sale Procedures, the Borrowers ) that constitutes collateral of Citizens Business Bank or Cache Commodities, Inc. other than real estate or fixtures, constituting livestock, dairy cattle, young stock and designated dairy farm equipment (the Collateral ) through a liquidation auction (the Auction ) in connection with Citizens Business Bank v. Arambel Enterprises, et al (Civil No ) (the Case ) pending in the First Judicial District in and for Cache County, State of Utah (the Court ). Gil A. Miller (the Receiver ), the duly appointed and acting receiver in the Case, will sell any or all of the Collateral free and clear of liens or interests (with such liens and interests to attach to the proceeds of sale with the same validity and priority as pre-receivership liens and interests) at the Auction and pursuant to these Sale Procedures. The Receiver believes that a controlled liquidation of any or all of the Collateral is the best way to maximize returns to creditors with an interest in the Collateral. The Receiver proposes to test the marketplace by the auction process to ensure that the Receiver realizes the maximum value for the Collateral. The Receiver reserves the right in the Sale Procedures to offer the Collateral for sale in other lots as the Receiver determines in the exercise of his business judgment if an alternative sale would result in the highest or otherwise best collective value for the Collateral. Time and Place of and Registration for Auction The Auction will be conducted by Chad Lowry and Toppenish Livestock Commission (collectively, TLC ). The Auction of the dairy herd that constitute Collateral will take place at the Hyrum, Utah dairy site of Arambel/Pyrenees Dairy, located at 4700 South 1900 West, Hyrum, Utah on Wednesday, May 8, 2013 at 9:00 a.m. Interested parties also may participate in the Auction remotely through internet/video accessibility. All internet bidders must pre-register for the Auction not later than Tuesday, May 7, 2013 at 12:00 p.m. Prospective bidders attending the live Auction may register the day of the Auction. Information regarding the Collateral will be 7 April 26, :02 AM 7 of 11

8 available online for preview prior to the Auction. On May 8, 2013, potential equipment buyers may preview the equipment that constitutes Collateral prior to and during the dairy herd sale. Bidders may enter internet bids for the equipment beginning on May 8, The online equipment Auction will soft-close on May 16, 2013 at 6:00 p.m. Mountain Standard Time, i.e., after 6:00 p.m. bidding only will continue in two minute increments to determine the outcome of any bidding contests. TLC may charge consulting fees of $75 per hour separate from setting up and conducting the Auction. For services TLC renders in connection with the Auction, TLC will deduct a selling commission in the amount of 4% of the gross proceeds prior to disbursement for TLC s auction services including preparation of the cattle and equipment for sale, and shall be entitled to reimbursement of costs advanced or incurred with third parties including veterinarian charges, brand inspection fees, and any other expenses incident to the sale (i.e. standard procedures include tuberculosis testing, sorting and preg-checking the cattle). TLC will not charge separate $75 per hour consulting fees for services rendered to set up and conduct the Auction, but instead will be compensated for such services through the selling commission. Directions and maps for the site location for the Auction, registration materials and information regarding remote access and online preview may be obtained by contacting Toppenish Livestock Commission, c/o Chad Lowry, 6101 Quail Springs Trail, Amarillo, Texas 79119, (208) , clowrycattle@gmail.com. Publicizing Auction and Marketing Collateral The Receiver intends to publicize and market the Collateral, to the extent possible, in the dairy industry. TLC will market the Collateral and publicize the Auction through a combination of direct calling, access to its dairy customers from TLC s connections to past auctions, rush mail and blasts to dairymen TLC knows across the Northwest that may be looking to purchase cattle and/or advertisements in newspapers and trade periodicals. The Parties also may solicit potential bidders to participate in the Auction. In addition, the Receiver proposes to give notice immediately of the Sale Procedures and the time and place of the Auction. The Receiver further proposes to give notice by sending the Notice of Auction to (a) all entities reasonably known to the Receiver to have expressed an interest in a transaction with respect to the Collateral during the past twelve months and (b) all known creditors of the Borrowers, including all known persons asserting a lien, claim, encumbrance or other interest in any of the Collateral. 8 April 26, :02 AM 8 of 11

9 Exhibit 1 Manner of Auction The Receiver intends to sell any or all the designated Collateral free and clear of liens or interests (with such liens and interests to attach to the proceeds of sale with the same validity and priority as pre-receivership liens and interests) at the Auction conducted by TLC in the following manner: A.The Receiver (through TLC) will open the Auction to competing bids for either any or all of the Collateral in whatever lots the Receiver in the exercise of his business judgment deems appropriate to result in the highest or otherwise best value for the Collateral. The Receiver will thereafter entertain bids for any or all of the Collateral in such successive rounds as the Receiver determines to be appropriate so as to obtain the highest or otherwise best bid or combination of bids for the Collateral. The Receiver also may set opening bid amounts in each round of bidding as the Receiver determines to be appropriate. B.Except as described below, all bids must be in cash. Prospective cash bidders must deposit with the Receiver the amounts established by the Receiver, if the Receiver requires such deposit. At the conclusion of the sale, the Receiver will return any deposits lodged by unsuccessful bidders. C.TLC customarily does not require a pre-deposit prior to purchase of cattle or equipment, but the Receiver may require a $50 per head deposit after cattle are purchased. Internet bidders must pre-register not later than the day before the Auction to permit the Receiver and/or TLC to assess the prospective bidders financial capability and availability of funds. Prospective bidders attending the live Auction may register the day of the Auction. The Receiver reserves the right to deny participation in the Auction to any prospective bidder that, in his discretion, lacks sufficient financial capability or availability of funds. D.The total purchase price bid by any successful bidder, after deducting the amount of the initial deposit (if any), shall be paid immediately after the conclusion of the Auction. E.In the event that a successful bidder fails to complete payment of the full purchase price immediately after the conclusion of the Auction, the initial deposit (if any) placed with the Receiver shall be 9 April 26, :02 AM 9 of 11

10 forfeited, and the Collateral shall be offered to the next highest bidder at the next highest bidder s highest bid price. F.The Collateral shall be sold on an as is, where is basis, without any representations or warranties. G.The Receiver reserves the right to reject bids which in his opinion are insufficient or do not conform to the terms of the sale set forth herein. Moreover, the Collateral may be subject to minimum bids. No Collateral shall be sold at a price that represents less than what the Receiver believes in the exercise of his business judgment to be fifty percent of the value of the Collateral. The Receiver further reserves the right to continue the sale from time to time and from place to place as he deems appropriate, and to withdraw one or more items of Collateral from the Auction at any time. Reservation of Rights The Receiver reserves the right to deny participation in the Auction to any prospective bidder that, in his discretion, lacks sufficient financial capability or availability of funds. The Receiver furthers reserve the right to reject bids which in his opinion are insufficient or do not conform to the terms of the sale set forth herein. The Receiver reserves the right to continue the sale from time to time and from place to place as he deems appropriate, and to withdraw one or more items of Collateral from the Auction at any time. The Receiver further reserves the right to impose such other terms and conditions as he may determine to be in the best interests of the Collateral, creditors with an interest in the Collateral and other parties in interest at or before the time of the Auction. "As Is, Where Is" The sale of the Collateral shall be on an "as is, where is" basis and without representations or warranties of any kind, nature, or description by the Receiver, his agents, the Lien Creditors or the Borrowers. Each bidder shall be deemed to acknowledge and represent that it has had an opportunity to inspect and examine the Collateral and to conduct any and all due diligence regarding the Collateral prior to making its offer, that it has relied solely upon its own independent review, investigation and/or inspection of any documents and/or Collateral in making its bid, and that it did not rely upon any written or oral statements, representations, promises, warranties or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the Collateral, or the completeness 10 April 26, :02 AM 10 of 11

11 Exhibit 1 of any information provided in connection therewith or the Auction, except as expressly stated in these Sale Procedures. 11 April 26, :02 AM 11 of 11