Case KG Doc 256 Filed 10/02/15 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 256 Filed 10/02/15 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 HAGGEN HOLDINGS, LLC, et al., 1 Case No (KG Debtors. (Jointly Administered Related Docket Nos. 11, 49 & 64 LIMITED OBJECTION OF UNIFIED GROCERS, INC. TO THE DEBTORS MOTION FOR ENTRY OF AN ORDER, PURSUANT TO SECTIONS 105(a, 363(b, 503(b, 1107(a AND 1108 OF THE BANKRUPTCY CODE, (I AUTHORIZING THE DEBTORS TO PAY CERTAIN PREPETITION CLAIMS (A ARISING UNDER THE PERISHABLE AGRICULTURAL COMMODITIES ACT AND THE PACKERS AND STOCKYARDS ACT OF 1921, (B OF LIEN VENDORS, AND (C OF CRITICAL VENDORS AND SERVICE PROVIDERS, (II AUTHORIZING BANKS TO HONOR AND PROCESS CHECK AND ELECTRONIC TRANSFER REQUESTS RELATED THERETO, AND (III GRANTING CERTAIN RELATED RELIEF Unified Grocers, Inc. ( Unified files this limited objection 2 to ensure that its rights pursuant to section 503(b(9 of the Bankruptcy Code are not prejudiced by the 503(b(9 Procedures in the proposed final order to approve the motion of the above-captioned debtors (the Debtors for an order, pursuant to sections 105(a, 363(b, 503(b, 1107(a and 1108 of the Bankruptcy Code, (i authorizing the Debtors to pay certain prepetition claims (a arising under the Perishable Agricultural Commodities Act and the Packers and Stockyards Act of 1921, (b of lien vendors, and (c of critical vendors and service providers, (ii authorizing banks to honor and process check and electronic transfer requests related thereto, and (iii granting certain related relief (the Final Critical Vendor Order, and the motion associated therewith, the Critical 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Haggen Holdings, LLC (7558, Haggen Operations Holdings, LLC (6341, Haggen Opco South, LLC (7257, Haggen Opco North, LLC (5028, Haggen Acquisition, LLC (7687, and Haggen, Inc. (4583. The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA Debtors gave Unified an extension to the objection deadline to Friday October 2, 2015.

2 Case KG Doc 256 Filed 10/02/15 Page 2 of 6 Vendor Motion. 3 BACKGROUND Prior to the Petition Date, Unified supplied the Debtors with certain merchandise, food products and non-food items, and services pursuant to that certain Supply Agreement, dated as of December 18, 2014, as amended, supplemented or otherwise modified, (the Supply Agreement between Unified and certain of the Debtors, that certain Amended and Restated Specialty Supply Agreement, dated as of December 18, 2014, as amended, supplemented or otherwise modified, (the Specialty Agreement between Unified (as successor to Market Centre, Inc. and certain of the Debtors, and certain auxiliary agreements (together with the Supply Agreement and the Specialty Agreement, the Agreements. 4 Unified delivered approximately $12.5 million in goods to the Debtors during the 20-day period prior to the Petition Date thus entitling Unified to an administrative expense priority for such amount pursuant to section 503(b(9 of the Bankruptcy Code. 5 LIMITED OBJECTION 1. As a 503(b(9 Claimant, Unified files this limited objection to the Debtors Critical Vendor Motion specifically, the 503(b(9 Procedures proposed therein. 2. As an initial matter, there is no statutory basis to categorically force 503(b(9 Claimants to defer payment of their claims until plan confirmation, as the Debtors procedures propose. Section 503(a of the Bankruptcy Code expressly permits administrative 3 Terms not otherwise defined herein shall have the meanings set forth in the Critical Vendor Motion and the Final Critical Vendor Order. 4 Unified serves as co-chair of the Official Committee of Unsecured Creditors (the UCC, but is pursuing this limited objection on its own behalf, not as a representative or member of the UCC. 5 Unified terminated the Agreements prior to the Petition Date as a result of the Debtors breach of each of the Agreements. Notwithstanding the termination, Unified has continued to provide the Debtors with postpetition deliveries of goods. 2

3 Case KG Doc 256 Filed 10/02/15 Page 3 of 6 expense claimants, which include 503(b(9 Claimants, to file an application for payment of administrative expense claims; there is no restriction on when such claimants may seek payment. Indeed, the Debtors are paying other administrative expense claims in the ordinary course of business (e.g., for postpetition delivery of goods or provision of non-professional services or, in the case of professional fees, pursuant to the process laid out in the section 331 of the Bankruptcy Code. 6 The Debtors proposed procedures would thus result in discrimination against 503(b(9 claims vis-a-vis other administrative creditors. See In re: Plastech Engineered Products, Inc., 394 B.R. 147, 163 (Bankr. E.D. Mi ( Section 503 makes no distinction among [the] nine categories [of 503(b claims] either with respect to how their payment is requested under 503(a, nor how they are allowed under 503(b The distinction urged by the Debtor i.e., that 503(b(9's are pre-petition in nature although factually true, is not a distinction that makes any difference under 503(b, or is even recognized by 503(b.. While Unified acknowledges that early payment of administrative expense claims, including 503(b(9 claims, is not permitted as a matter of course, the Debtors should not be permitted to strip away 503(b(9 Claimants rights to seek payment, rights generally available to all other administrative expense creditors, through the vehicle of procedures. 7 6 See e.g. Debtors Motion for an Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals Case No (Bankr. Del. September 24, 2015 [Docket No. 164] 7 Indeed, in the Critical Vendor Motion, the Debtors acknowledge that 503(b(9 claims may be paid prior to plan confirmation: Although section 503(b(9 of the Bankruptcy Code does not specify a time for payment of these expenses, bankruptcy courts have the discretion to allow for distributions to administrative claimants prior to confirmation if the debtor has the ability to pay and there is a need to pay. Indeed, nothing in the Bankruptcy Code prohibits the Debtors from paying such claims sooner if they choose to do so, or the Court from exercising its discretion to authorize the postpetition payment of such obligations prior to confirmation of a chapter 11 plan. (Paragraph 60 3

4 Case KG Doc 256 Filed 10/02/15 Page 4 of 6 3. To the extent some form of 503(b(9 Procedures are appropriate to effect the efficient administration of the Debtors cases, any procedures should be synchronized to the accelerated trajectory of these cases i.e., the Debtors are either concluding or commencing going-out-of-business sales for all but approximately 35 of their locations pursuant to certain milestones in their debtor-in-possession financing facility (the DIP Milestones. In the same vein, the dates in the 503(b(9 Procedures, which currently call for a 216-day process, should be adjusted to allow for resolution of 503(b(9 claims prior to February 5, 2016, the date by which the Debtors are required to consummate the sales of their core stores pursuant to the DIP Milestones. [Remainder intentionally left blank.] 4

5 Case KG Doc 256 Filed 10/02/15 Page 5 of 6 WHEREFORE, for the reasons set forth above, Unified respectfully requests that this Court should not enter the Final Critical Vendor Order except with modifications to the 503(b(9 Procedures agreeable to Unified and responsive to this limited objection. Dated: October 2, 2015 Wilmington, Delaware /s/ Matthew D. Beebe Mark S. Chehi, Esq. (I.D. No Matthew D. Beebe, Esq. (I.D. No Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, Delaware Telephone: ( Fax: ( Kenneth S. Ziman, Esq. David A. Shapiro, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY Tel: ( Fax: ( and - James J. Mazza, Jr., Esq. Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive Chicago, IL Tel: ( Fax: ( Counsel to Unified Grocers, Inc. 5

6 Case KG Doc 256 Filed 10/02/15 Page 6 of 6 CERTIFICATE OF SERVICE I, Matthew D. Beebe, hereby certify that on October 2, 2015, I caused the foregoing Limited Objection Of Unified Grocers, Inc. To The Debtors Motion For Entry Of An Order, Pursuant To Sections 105(A, 363(B, 503(B, 1107(A And 1108 Of The Bankruptcy Code, (I Authorizing The Debtors To Pay Certain Prepetition Claims (A Arising Under The Perishable Agricultural Commodities Act And The Packers And Stockyards Act Of 1921, (B Of Lien Vendors, And (C Of Critical Vendors And Service Providers, (II Authorizing Banks To Honor And Process Check And Electronic Transfer Requests Related Thereto, And (III Granting Certain Related Relief to be served on the following parties in the manner indicated. Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. Ian J. Bambrick, Esq. Ashley E. Jacobs, Esq. Young, Conaway, Stargatt & Taylor, LLP Rodney Square, 1000 North King Street Wilmington, DE By Hand Delivery Bradford J. Sandler, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor Wilmington, DE By Hand Delivery Timothy Jay Fox, Jr., Esq. Office of the United States Trustee U. S. Department of Justice 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE By Hand Delivery Frank A. Merola, Esq. Sayan Bhattacharyya, Esq. Matthew G. Garofalo, Esq. Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York By First-Class U.S. Mail Frank A. Merola, Esq. Stroock & Stroock & Lavan LLP 2029 Century Park East Los Angeles, CA By First-Class U.S. Mail Robert J. Feinstein, Esq. Pachulski Stang Ziehl &Jones LLP 780 Third Avenue 34 th Floor New York, NY By First-Class U.S. Mail /s/ Matthew D. Beebe Matthew D. Beebe Haggen - Objection to Critical Vendor-v5.docx