IN RE PRIS-MM, LLC (Bankr.D.Md. 9-2-2009)

ROBERT GORDON, Bankruptcy Judge

Plaintiff Capital Produce, Inc. d/b/a Capital Seaboard ("Plaintiff"), Defendant Pris-mm, LLC, and G R Acquisitions, Inc. ("G R"), by and through their respective counsel, consent, agree and stipulate to the following:

1. Plaintiff is a trust creditor under the provisions of the Perishable Agricultural Commodities Act ("PACA"), 7 U.S.C. § 499e(c), against Defendant Pris-mm, LLC, for a debt in the amount of $62,187.00 of its total $82,359.00 claim, plus reasonable attorneys' fees and prejudgment interest at the rate of 18% per annum ("the Debt").

2. In satisfaction of this Debt, G R shall pay to Plaintiff $88,359.00 (the "Settlement Amount") as follows: $14,726.50 within two (2) business days of entry of this order, and the balance in separate, equal monthly installments of $14,726.50 commencing on Monday, September 21, 2009 and continuing on the twentieth day of each month thereafter (unless the twentieth day falls on a weekend or holiday, in which case that payment shall be made on the day following such weekend or holiday) until the total amount due is paid. All payments shall be made by certified check, cashiers check, or money order, payable to Capital Produce, Inc., and delivered to McCarron Diess, 4900 Massachusetts Ave., NW, Suite 310, Washington, DC 20016 on or by the date payment is due. Payments may also be made by wire transfer to counsel for Plaintiff's Client Trust Account on or by the date payment is due. All payments shall be applied first to the PACA portion of Plaintiff's claim.

3. If G R defaults in its obligations as set forth in paragraph 2, it shall have the right to cure such default by paying the amount due in certified funds or, electronically, by wire transfer in the amount due within ten (10) calendar days after notice of such default is sent to G R's counsel via facsimile or overnight mail. In the event that a default occurs because the funds necessary to honor the payment are unavailable or insufficient for any reason, G R's curative payment shall include all charges assessed by any financial institution as a consequence of the unavailability of the required funds. All rights, title and interest in Plaintiff's claims are assigned and transferred to G R to the extent and in the amounts of the payments to Plaintiff by G R. Notwithstanding the foregoing, G R releases Paul Rose from personal liability on account of such claims to the extent paid by G R and received by Plaintiff.

4. To secure payment of the Settlement Amount, Plaintiff, Defendant, and G R have executed a Joint Motion for Entry of Judgment. If G R defaults in its obligations as set forth in paragraph 3, and does not cure such default as provided in paragraph 3, Plaintiff may initiate an action against G R and Defendant in U.S. District Court for the District of Maryland to enforce its claim, including the trust provisions of the PACA in the full stated principal amount of that portion of its claim, plus reasonable attorneys' fees and accrued interest, less any payments made to Plaintiff. Plaintiff may immediately thereafter file the Motion for Entry of Final Judgment in those amounts. In the event of default without cure by G R, as set forth in paragraph 3, the parties reserves all of their rights pursuant to the PACA laws, including, but not limited to, pursing other potential third parties, except this provision shall not be interpreted to mean that the Defendant and G R can challenge the final judgment set forth in this Order.

5. The agreement to the payments set forth in paragraph 3 is without prejudice to Plaintiff's standing as a PACA trust creditor as set forth in paragraph 1, above. The original credit terms between the Parties are not intended to be modified, nor are they modified by this Stipulation and Order. Nothing herein, nor the installment nature of the payments being made hereunder, shall be deemed, interpreted or otherwise construed as an extension of credit by Plaintiff to Defendants, nor as a waiver of Plaintiff's rights under the PACA statutory trust as set forth in 7 U.S.C. § 499e(c), and Plaintiff's rights under this Stipulation and Order are in addition to its rights under said trust.

6. This Stipulation and Order may be executed by the Parties or by the Parties' authorized counsel acting with active authority from their principal in Counterparts, and collectively all signed Counterparts represent one Agreement.

7. The Parties acknowledge having had the opportunity to discuss this Stipulation and Order with their respective attorneys, and that they have availed themselves of that opportunity to the extent they have desired to do so.

8. Plaintiff withdraws its objections to the following: (1) Applications for Administrative Expenses filed by CBS Outdoor, Inc. and Raymond J. Peroutka [docs. 248 249]; (2) Applications for Payment of Professional Fees and Expenses filed by Debtor's counsel and its Accountant [docs. 251, 252, 277]; and (3) to dismissal of the Defendant's bankruptcy case [docs. 250 276].

IT IS SO AGREED AND APPROVED AS TO FORM AND CONTENT:

ROBERT GORDON, Bankruptcy Judge

District/Off: 0416-1 User: srudolf Date Created: 9/2/2009 Case: 09-00311 Form ID: pdfall Total: 7 Recipients of Notice of Electronic Filing: aty Andrew Martin Croll amcroll@scarlettcroll.com aty Kate Ellis kellis@mccarronlaw.com TOTAL: 2 Recipients submitted to the BNC (Bankruptcy Noticing Center): pla Capital Produce, Inc. c/o Kate Ellis, Esq., McCarron Diess 4900 Massachusetts Ave., NW Suite 310 Washington, DC 20016 dft Pris-mm, LLC 1213 Mountain Road Joppa, Md 21085 aty Louis W. Diess, III McCarron and Diess 4900 Massachusetts Ave., NW Suite 310 Washington, DC 20016 Peter J. Duhig The Brandywine Building 1000 West Street, Suite 1410 Wilmington, DE 19801-1054 Robert B. Scarlett 201 N. Charles Street, Suite 600 Baltimore, MD 21201 TOTAL: 5