Food Processing - April 2008 - (Page 58)

Secured Party Seller: Address: Phone Number: Attention: NOTICE OF SECURED PARTY SALE Signature Bank (the “Lender”) 565 Fifth Avenue, New York, New York 10017 646-822-1827 Robert A. Bloch, Senior Vice President and Group Director SCHEDULE A “Collateral” or “Additional Collateral” means: “Collateral” means all of the right, title and interest of the Debtor in, to and under (i) all of the Pledged Stock and the Additional Collateral and any certiﬁcates and instruments now or hereafter representing the Pledged Stock and the Additional Collateral, (ii) all rights, interests and claims with respect to the Pledged Stock and Additional Collateral, including under any and all related agreements, instruments and other documents, (iii) all books, records and other documentation of the Debtor related to the Pledged Stock and Additional Collateral and (iv) any and all proceeds of the Pledged Stock and the Additional Collateral, in each case whether now existing or owned or hereafter arising or acquired and wherever located. “Additional Collateral” means any and all (i) additional Capital Stock (as deﬁned below) or other equity securities issued by, or interests in, any Issuer, whether certiﬁcated or uncertiﬁcated, (ii) warrants, options or other rights entitling the Debtor to acquire any interest in Capital Stock or other equity securities of or other equity interests in any Issuer, (iii) securities, property, interest, dividends and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of, the Pledged Stock or such additional Capital Stock or other equity securities or other interests in any Issuer, and (iv) cash and non-cash proceeds of the Pledged Stock, and all supporting obligations, of any or all of the foregoing, in each case from time to time received or receivable by, or otherwise paid or distributed to or acquired by, the Debtor. “Capital Stock” means all shares, interests, partnership interests, limited liability company interests, participations, rights in or other equivalents (however designated) of such Person’s equity (however designated) and any rights, warrants or options exchangeable for or convertible into such shares, interests, participations, rights or other equity. “Pledged Stock” means all of the issued and outstanding shares, whether now owned or hereafter acquired by the Debtor, of the Capital Stock of each Issuer including, without limitation all of the issued and outstanding stock of the Issuers listed below, and, also, any shares, stock certiﬁcates, options or rights issued by any of the Issuer as an addition to, in substitution for, or in exchange for any such shares, and any and all proceeds thereof, now or hereafter owned or acquired by the Debtor. “Issuer” means individually, collectively, jointly and severally, Ahava Food Corp., St. Lawrence Food Corp., Lewis County Dairy Corp., and Schwartz & Sons Quality Distributors, Inc. This constitutes formal notice that the collateral described below (the “Collateral”) will be sold at a sale (the “Sale”) held to enforce the rights of Lender as Secured Party Seller in the Collateral. The Collateral is the subject of a certain Pledge and Security Agreement, dated as of August 27, 2007 (the “Security Agreement”), executed and delivered by Moise Banayan as obligor (the “Debtor”) to Lender. The Debtor is in default of his/her/its obligations (the “Obligations) under the Security Agreements. THE CONDITIONS OF THIS PUBLIC SALE ARE AS FOLLOWS: 1. Collateral. The Collateral to be sold is described more particularly in Schedule A annexed hereto and made a part hereof. Subject to Schedule A, generally the Collateral consists of the Debtor’s shares of stock (constituting, as represented by the Debtor, 100% of the stock) in Ahava Food Corp., St. Lawrence Food Corp., Lewis County Dairy Corp., and Schwartz & Sons Quality Distributors, Inc. (collectively, the “Issuer”). The Sale may be made in whole or in parcels. 2. Time and Place of Public and Private Sales. The Sale is a public auction sale that will take place on April 29, 2008 at 10:00 a.m. at the ofﬁces of Lender’s counsel, Herrick, Feinstein LLP, 2 Park Avenue, New York, NY 10016. Lender reserves the right to determine the date and manner of publication of any notice of the Sale. Lender shall have the right to adjourn the Sale one or more times on such terms and conditions as shall be announced at the Sale. No further publication or other notice of any kind of such adjournment shall be required for any such adjournment. 3. Method of Sale. The Sale shall be a public auction sale on terms and conditions to be provided at the Sale. Lender shall have the right, but not the obligation, to credit bid up to the amount of the Obligations at the auction sale. 4. No Warranties. The Collateral is being sold on an “as is, where is” basis. There is no warranty relating to title, possession, quiet enjoyment or the like in this Sale. Certain documents, as to which Secured Party makes no representation, warranty or covenant, may be viewed at the following website address: www.crgauction.com 5. Existing Liens. In addition, the Sale of the Collateral is subject to all liens, security interests and charges and encumbrances of any kind (any hereinafter, a “Lien”) with respect to any of the underlying property owned by any Issuer. Speciﬁcally, each Issuer owns assets in which it has granted a security interest to Secured Party as security for the Obligations the default of which have given rise to this Sale. Secured Party has previously notiﬁed each Issuer that it is in default on the Obligations. Secured Party remains entitled immediately to exercise all of its rights and remedies under the Loan Documents, at law or at equity singularly, consecutively and cumulatively, at such times, with such frequency and in such order as Secured Party may elect, with respect to the Obligations. Neither the conduct of the Sale nor the delivery of the Collateral to the winning bidder shall derogate from any right, privilege or power granted to Secured Party under any of the Loan Documents (as deﬁned in the Security Agreement), copies of which will be made available for review upon written request to the Secured Party. The Memo of Sale that the winning bidder will be required to sign at the Sale provides that the winning bidder agrees that it has no right to or expectation of (a) any forbearance of any kind or any waiver or postponement of any right or remedy of Secured Party under the Loan Documents, (b) any other amendment to or modiﬁcation of any term or condition of any Loan Document or (c) Secured Party entering into (i) any other agreement with respect to any Loan governed by any Loan Document or any other portion of it or (ii) any negotiations with respect to any agreement described in subparagraph (c)(i) above. 6. Accounting. If you are the Debtor or an obligor of the Obligations, you are entitled to an accounting of the unpaid indebtedness secured by the Collateral. You may request an accounting by calling the number of the Lender set forth above. 7. Right of Redemption. Any person or entity entitled to redeem the Collateral may do so by paying the full amount of the obligations secured by the Collateral (including the expenses of preparing for and conducting the sale) prior to the sale. 8. Deﬁciency. To the extent that any Obligations remain unpaid after the sale, the Secured Party Seller reserves all right to recover such remaining Obligations from the Debtor or any other obligor. 9. Controlling Notice. This Notice supersedes any and all previous secured party sale notices issued by Lender with respect to the Collateral. 10. Further Inquiries. For further information, please contact counsel for the undersigned, Herrick, Feinstein LLP, 2 Park Avenue, New York, NY 10016, Attn: Stephen D. Brodie, Esq., Phone: 212-592-1452; Fax, 212-545-3318 or Attn: Gary F. Eisenberg, Esq., Phone: 973-274-2055, Fax, 973-274-6424. THIS NOTICE IS MADE IN SATISFACTION OF § 9-613 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN NEW YORK. By: Herrick, Feinstein LLP Gary Eisenberg 2 Park Avenue New York, New York 10016 Direct Tel: 973.274.2055 Direct Fax: 973.274.6424 Email:geisenberg@herrick.com To review UCC ﬁnancing, ﬁnancial statements, judgment and loan documents please visit: http://www.crgauction.com/ http://www.crgauction.com http://www.crgauction.com/

Table of Contents Feed for the Digital Edition of Food Processing - April 2008

Food Processing - April 2008 Contents Editor's Plate NewsBites The Trends Rollout Food Biz Kids Consumer Taste Test - Indulgent, Superpremium Chocolate...at 3 Calories a Pop Cover Story - Annual Capital Spending Report - To Build or Not to Build? Ingredients - Trendy Fruits, Nuts and Vegetables Plant Operations - iPlant: Assessing the State of Automation Plant Operations - Your Sanitation Can Be Greener Packaging - For Which Oven? MRO Q&A New Supplier Products Toops Scoops

Food Processing - April 2008

For optimal viewing of this digital publication, please enable JavaScript and then refresh the page. If you would like to try to load the digital publication without using Flash Player detection, please click here.