IN RE CONSUMERS IGA THRIFTWAY, INC. (Bankr.E.D.Okla. 2004)

TOM CORNISH, Bankruptcy Judge

The Debtor's Motion to Sell Property Free and Clear of Liens and Other Encumbrances ("Motion"), filed herein on October 17, 2004, came on for hearing at 9:00 a.m. on October 20, 2004 pursuant to this Court's Order of October 18, 2004 granting the above-captioned Debtors' (the "Debtors") application for an expedited hearing thereof. The parties appeared as reflected on the record of the hearing. The Court, having examined the pleadings including the Certificate of Service filed by the Debtors on October 18^th, finds that notice of the Motion seeking authorization to sell the Tulsa stores is proper and sufficient under the circumstances, and that this is a core proceeding and the Court has jurisdiction over the subject matter of the Motion.

Responses and limited objections to the Motion were filed on behalf of Associated Wholesale Grocers, Inc. ("AWG") and the Benenson Capital Company ("Benenson").

Having reviewed the pleadings, and have heard the announcements of counsel, the Court finds that the Motion should be granted as amended to delete therefrom the sale of trade names and trademarks as announced by counsel for the Debtors in open Court, and to provide that to the extent one or more of the Debtors is not the owner of the equipment located in the stores, such equipment shall be unaffected by this Order. To the extent not withdrawn or otherwise addressed by counsel's announcements, objections to the Motion are hereby overruled, and the Debtors, each to the extent of its interest in the assets being sold, are hereby authorized to sell all inventory, equipment, furniture, fixtures, suppliers and other assets (excluding cash, trade names and trademarks, and any equipment, furniture, or fixtures not owned by at least one Debtor), at the stores located at 5616 West Skelly Drive, Tulsa, OK, and 2415 East Admiral Place, Tulsa, OK to Green County Food Market No 10, LLC ("GCFM"), free and clear of all liens, claims and interests, including, but not limited to, liens, claims and/or interests asserted by AWG, Fleming Companies, Inc. and/or CS Wholesale Grocers, Inc., and any of their affiliates, and are further authorized to execute any additional instruments required to consummate that sale. The Debtor shall deposit the proceeds of the sale in the segregated adequate protection account previously established, to be held pending further order of this Court.

The Court further finds that the stay imposed by Bankruptcy Rule 6004(g) is hereby waived due to the need for speedy consummation of the sale, and that this Order shall become effective immediately upon its entry.

The Debtor is directed to file a copy of the Purchase Agreements with GCFM as a supplement to the Motion following execution thereof.

This Order supersedes and replaces the Order dated October 22, 2004 approving the sale described herein.

The Debtors are authorized to effect the sale as of 12:01 a.m. on October 23, 2004 and to make whatever adjustments are necessary to provide GCFM with the benefit of all business conducted in the Tulsa stores on and after the effective date and time.

The Court further finds that the sale described herein has been negotiated in good faith and at arms length and that GCFM is a good faith purchase under 11 U.S.C. § 363(m) and, as such, is entitled to the protections afforded thereby. Neither the Debtors nor GCFM is engaged in any conduct which would permit the sale to be avoided under 11 U.S.C. § 363(n).

The Movant Shall Notify All Interested Parties of This Order.