Craig D. Hansen (AZ Bar No. 007405) chansen@ssd.com Bradley Cosman (AZ Bar No. 026223) bcosman@ssd.

com SQUIRE, SANDERS & DEMPSEY L.L.P. Two Renaissance Square, Suite 2700 40 North Central Avenue Phoenix, Arizona 85004-4498 (602) 528-4000 and Kristin E. Richner (OH Bar No. 0078582) krichner@ssd.com Nicholas J. Brannick (OH Bar No. 0079642) nbrannick@ssd.com SQUIRE, SANDERS & DEMPSEY L.L.P. 2000 Huntington Center 41 South High Street Columbus, Ohio 43215 (614) 365-2700 Proposed Counsel to Debtors and Debtors-In-Possession UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA In re EUROFRESH, INC. EUROFRESH PRODUCE, LTD. Debtors. Case No. 2:-09-bk-07970-CGC Case No. 2:-09-bk-07971-CGC Chapter 11 NOTICE OF BANKRUPTCY FILING

NOTICE IS HEREBY GIVEN that on April 21, 2009, EUROFRESH, INC. and EUROFRESH PRODUCE, LTD. (collectively, the “Debtors”), by and through undersigned counsel, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. § 101-1532, in the United States Bankruptcy Court for the District of Arizona, Phoenix Division, before the Honorable Charles G. Case II (the “Bankruptcy Court”). Immediately on the bankruptcy filing, a broad “stay” automatically goes into effect that prohibits creditors from taking or continuing most actions to collect money or property from the Debtors, including the commencement or continuation of any judicial proceedings in any court other than the Bankruptcy Court. Such a stay is now in effect as of April 21, 2009 as to the Debtors. A creditor wishing to proceed with an action against the Debtors or any of the Debtors’

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property must obtain permission from the Bankruptcy Court, or face a potential claim for damages, including costs and attorneys’ fees, and, in appropriate circumstances, punitive damages. Creditors who are uncertain of their rights should seek legal advice. Dated this 21st day of April, 2009. SQUIRE, SANDERS & DEMPSEY L.L.P. By: /s/ Craig D. Hansen Craig D. Hansen Bradley Cosman Two Renaissance Square 40 North Central Avenue, Suite 2700 Phoenix, Arizona 85004-4498 (602) 528-4000 -andKristin E. Richner Nicholas J. Brannick 2000 Huntington Center 41 South High Street Columbus, Ohio 43215 (614) 365-2700 Proposed Counsel to Debtors and Debtors-inPossession

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Craig D. Hansen (AZ Bar No. 007405) chansen@ssd.com Bradley A. Cosman (AZ Bar No. 026223) bcosman@ssd.com SQUIRE, SANDERS & DEMPSEY L.L.P. Two Renaissance Square, Suite 2700 40 North Central Avenue Phoenix, Arizona 85004-4498 (602) 528-4000 and Kristin E. Richner (OH Bar No. 0078582) krichner@ssd.com Nicholas J. Brannick (OH Bar No. 0079642) nbrannick@ssd.com SQUIRE, SANDERS & DEMPSEY L.L.P. 2000 Huntington Center 41 South High Street Columbus, Ohio 43215 (614) 365-2700 Proposed Counsel to Debtors and Debtors-In-Possession UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA In re EUROFRESH, INC. EUROFRESH PRODUCE, LTD. Debtors. Relief Requested Applies to:
Eurofresh, Inc. Only Eurofresh Produce, Ltd. Only Both Debtors

Case No. 2:09-bk-07970-CGC Case No. 2:09-bk-07971-CGC Chapter 11 MOTION FOR ORDER AUTHORIZING THE DEBTORS TO (A) PREPARE, BUT NOT FILE, A CONSOLIDATED LIST OF CREDITORS IN LIEU OF INDIVIDUAL MATRICES, (B) MAKE THE CONSOLIDATED LIST OF CREDITORS AVAILABLE ONLY UPON REQUEST, AND (C) FILE A CONSOLIDATED LIST OF THE DEBTORS’ 30 LARGEST UNSECURED CREDITORS Date of Hearing: April 22, 2009 Time of Hearing: 1:30 p.m.

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EUROFRESH, INC. and EUROFRESH PRODUCE, LTD., debtors and debtors-inpossession in the above-captioned Chapter 11 cases (the “Debtors”), file this Motion for an order under 11 U.S.C. § 105(a), Rules 1001 and 1007(a)(5), (c), and (d) of the Federal Rules of Bankruptcy Procedure, and Local Bankruptcy Rules 1007-1(a) and (b), authorizing the Debtors to prepare a consolidated list of creditors in lieu of individual matrices, make the consolidated list of creditors available only upon request, and file a consolidated list of the Debtors’ 30 largest unsecured creditors. This Motion seeks immediate entry of an order granting the Motion and is brought on an emergency basis on expedited notice under Local Bankruptcy Rule 9013-1(h) to avoid immediate and irreparable harm to the Debtors’ estates. The relief requested in this Motion would allow the Debtors to prepare a consolidated list of creditors for these Cases in lieu of individual matrices, as well as file a consolidated list of the Debtors’ 30 largest unsecured creditors. The basis for the relief requested in this Motion is set forth in paragraphs 10 through 25 below This Motion is supported by the entire record before the Court, the “Declaration of Frank van Straalen in Support of Chapter 11 Petitions and First Day Motions” (the “Van Straalen Dec.”) filed contemporaneously with Motion, and by the following memorandum of points and authorities. BACKGROUND Jurisdiction and Venue 1. On April 21, 2009 (the “Petition Date”), the above-captioned Debtors filed

voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. (as amended, the “Bankruptcy Code”), which cases are pending before the United States Bankruptcy Court for the District of Arizona (the “Court”). 2. The Debtors continue to operate their businesses and manage their assets as

debtors-in-possession pursuant to 11 U.S.C. §§ 1107 and 1108.

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3.

This Court has jurisdiction over these Chapter 11 cases (these “Cases”) under 28

U.S.C. §§ 157 and 1334. These matters constitute core proceedings under 28 U.S.C. § 157(b)(2). 4. Eurofresh, Inc. is a Delaware corporation having its principal places of business in Eurofresh Produce, Ltd. is a wholly owned

Snowflake, Arizona and Willcox, Arizona.

subsidiary of Eurofresh, Inc. Accordingly, venue of these Cases is proper in this District under 28 U.S.C. §§ 1408 and 1409. 5. The statutory predicates for the relief requested in this Motion are section 105(a)

of the Bankruptcy Code, Rules 1001 and 1007(a)(5), (c) and (d) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rules 1007-1(a) and (b) of the Local Bankruptcy Rules for the District of Arizona (the “Local Rules”) . 6. No trustee or examiner has been appointed in these Cases, nor has an official

committee of unsecured creditors been established. Background Facts Concerning The Debtors 7. In support of this Motion, the Debtors hereby incorporate by reference the factual

statements contained in the “Omnibus Statement of Fact in Support of First Day Motions”, filed contemporaneously herewith, and in the Van Straalen Dec. RELIEF REQUESTED 8. By this Motion, the Debtors seek an order authorizing the Debtors to: (a) prepare

a consolidated matrix (the “Consolidated Matrix”) on behalf of the Debtors, in electronic format only, identifying their creditors (without claim amounts) in the format(s) currently maintained in the ordinary course of their businesses in lieu of preparing the requisite creditor matrices for each Debtor required by Bankruptcy Rule 1007 and Local Rule 1007-1(a) using the format requirements of Bankruptcy Rule 1007 and the Local Rules; (b) not file the Consolidated

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Matrix with the Court concurrently with the filing of their bankruptcy petitions, but instead to make such list available to parties in interest only upon request; and (c) file a single consolidated list of their 30 largest unsecured creditors in these Cases in lieu of filing lists of each Debtor’s top 20 general unsecured creditors as required by Bankruptcy Rule 1007(d) and Local Rule 1007-1(b). 9. Under the facts and circumstances of these Cases, the Debtors respectfully assert

that such relief is not only appropriate, but necessary for the efficient and orderly administration of these Cases. BASIS AND AUTHORITY FOR RELIEF Basis and Authority to Prepare, But Not File, the Consolidated Matrix A. Applicable Bankruptcy and Local Rules 10. Bankruptcy Rule 1007(a)(l) and Local Rule 1007-1(a) require a debtor, in a

voluntary case, to file with its petition a list, or creditor service matrix, containing the name and address of each entity included or to be included on Schedules D, E, F, G and H as prescribed by the Official Forms. These rules, however, do not specifically address complex Chapter 11 cases where: (a) multiple bankruptcy cases will be jointly administered by the Court; and (b) a court appointed claims, noticing, and balloting agent will be handling the service of all Notices (as defined below) in the bankruptcy cases. 11. Rule 1001 of the Bankruptcy Rules provides, among other things, that the

Bankruptcy Rules “shall be construed to secure, the just, speedy and inexpensive determination of every case and proceeding.” Fed. R. Bank. P. 1001.

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B.

Ample Cause Exists for Authorizing the Debtors to Prepare, But Not File, the Consolidated Matrix in the Format(s) Maintained by the Debtors in the Ordinary Course of Business 12. Authorizing the Debtors to prepare, but not file, the Consolidated Matrix using the

format(s) currently maintained by the Debtors in the ordinary course of their businesses is appropriate in these Cases and is in the best interests of the Debtors and the efficient administration of their estates for reasons set forth below. Doing so will contribute to the just, speedy, and inexpensive determination of these Cases. 13. The Debtors have identified approximately 5,000 potential entities to which

notice of certain proceedings and events in these Cases must be provided and who will need to be included in the Debtors’ creditor matrix. The Debtors anticipate that such notices will include, among other things, notice of the following: (a) the filing of the Debtors’ voluntary petitions under Chapter 11 of the Bankruptcy Code; (b) the Bankruptcy Code § 341 meeting of creditors; (c) the deadline to file proofs of claim in these Cases; (d) the hearing on any disclosure statement with respect to any plan of reorganization that the Debtors may propose; (e) the commencement of voting and solicitation procedures and the distribution of any ballots and master ballots that may be used to solicit acceptances of a plan of reorganization; and (f) the hearing to confirm any plan of reorganization (collectively, the “Notices”). 14. At this nascent stage of these Cases, the Debtors need to focus their time and

efforts on stabilizing their business operations, transitioning into operating under the numerous Chapter 11 restrictions, and otherwise addressing the issues that necessarily arise upon the filing of a Chapter 11 petition. Additionally, the Debtors believe the information, as maintained in Eurofresh Inc.’s computer files (or those of its agents), may be utilized efficiently to provide interested parties with the Notices and other similar documents. Van Straalen Dec.

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15.

Furthermore, requiring the Debtors to convert their computerized information to a

format compatible with the matrix requirements would be an exceptionally burdensome task and would greatly increase the risk and recurrence of error with respect to information already intact on computer systems maintained by the Debtors or their agents. Van Straalen Dec. 16. Finally, concurrently herewith, the Debtors have also filed a motion (the “Claims

Agent Motion”) seeking the appointment of Kurtzman Carson Consultants LLC (“KCC”) as claims, noticing, and balloting agent in these Cases. If the Claims Agent Motion is granted, KCC will, among other things, (a) assist with the consolidation of the Debtors’ computer records into a creditor database, and (b) complete the mailing of the Notices to the parties in such database, thereby alleviating the need for the Bankruptcy Court to maintain a list of creditors. Upon consulting with KCC, the Debtors believe preparing the Consolidated Matrix in the format or formats currently maintained in the ordinary course of the Debtors’ businesses will be sufficient to permit KCC to promptly notice all applicable parties. Van Straalen Dec. 17. Avoiding the costs and risks associated with preparing and filing separate

matrices for each Debtor is: (a) in the best interests of the Debtors’ estates; and (b) will serve to further the just, speedy, and inexpensive determination of these Cases. 18. Regarding the Debtors’ request to not file the Consolidated Matrix, but rather to

make it available upon request, Bankruptcy Rule 1007(a)(5) and (c) provide that an extension of time for the filing of such a list “may be granted only on motion for cause shown and on notice to the United States trustee and to any trustee, committee elected under § 705 or appointed under § 1102 of the Code, or other party as the court may direct.” Fed. R. Bankr. P. 1007(a)(5). 19. Here, assuming that the Court will grant the Claims Agent Motion, KCC will be

handling the service of all of the Notices. This service alleviates the need for the Debtors to file

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a creditor matrix with the Court at all. Thus, the Debtors respectfully request authority to not file the Consolidated Matrix with the Court. Alternatively, the Debtors request that the Court grant the Debtors an extension to file the Consolidated Matrix indefinitely, with the Court reserving the right to order the Debtors to file the Consolidated Matrix later in these Cases should the Court determine that such filing is necessary and/or appropriate. 20. Under § 105(a), the Court “may issue any order . . . that is necessary or

appropriate to carry out the provisions of [the Bankruptcy Code].” 11 U.S.C. § 105(a). The relief requested herein will save the Debtors the time and expense of generating new creditor matrices, and it will reduce the risk and error that might result if the Debtors were required to generate new creditor matrices. Such relief will also allow the Debtors to utilize the time saved to focus on the numerous other issues which will necessarily arise as a result of the Debtors’ Chapter 11 filings. Accordingly, the relief requested is necessary and appropriate to carry out the filing requirements and notice provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, and it is necessary and appropriate to allow the Debtors the opportunity and time to reorganize in these Cases. 21. Relief similar to that requested in this Motion has been granted in comparable

complex Chapter 11 cases in this District. In re PFP Holding, Inc., Case No. 08-00899 (Bankr. D. Ariz. Feb. 19, 2008); In re Union Power Partners, L.P., et al., No. 2:05-bk-01143-CGC (Bankr. D. Ariz. Jan. 31, 2005). Therefore, for the reasons stated above, the Debtors request authority to prepare, but not file, the Consolidated List, and to make such list available to partiesin-interest upon request.

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Basis and Authority to File Consolidated List of 30 Largest Unsecured Creditors 22. Bankruptcy Rule 1007(d) also provides that a Chapter 11 debtor must file with its

voluntary petition a list setting forth the names, addresses, and claim amounts of the creditors that hold the 20 largest unsecured claims in the debtor’s case (the “Top 20 List”). 23. This Top 20 List is primarily used by the United States trustee (the “U.S.

Trustee”) to evaluate the types and amounts of unsecured claims against the debtor and thus identify potential candidates to serve on the official committee of unsecured creditors appointed in the debtor’s case under section 1102 of the Bankruptcy Code. See In re Dandy Doughboy Donuts, Inc., 66 B.R. 457, 458 (Bankr. S.D.F.L 1986) (“The purpose of the separate list of 20 largest creditors required by this provision in the rules is to enable the clerk to identify members and the court to appoint immediately an unsecured creditors' committee in compliance with 11 U.S.C. § 1102(a)(1).”); 9 Collier on Bankruptcy ¶ 1007.05 (15th rev. ed. 2009) (“[T]he larger [unsecured creditor] list and information about the claims of the creditors on the list enables the United States trustee to determine the different types of claims existing in order to assure that a fully representative committee is appointed.”). 24. Here, the main operations of the Debtors are those run by Eurofresh, Inc., while

Eurofresh Produce, Ltd. currently has few, if any, creditors. Because the creditors are all paid in the ordinary course of business by Eurofresh, Inc., the Debtors respectfully submit that it is not necessary to file a separate Top 20 List in both cases. The Debtors do not believe such a file would facilitate the U.S. Trustee’s review of creditors’ claims or appointment of a creditors’ committee in these Cases. Accordingly, the Debtors seek authority to file a single consolidated list of the 30 largest unsecured creditors in these Cases. The Debtors respectfully assert that such relief is appropriate under the circumstances. Van Straalen Dec.

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25.

Under Bankruptcy Code § 105(a), the Court “may issue any order . . . that is

necessary or appropriate to carry out the provisions of [the Bankruptcy Code].” 11 U.S.C. § 105(a). The relief requested herein will not only save the Debtors the time and expense of preparing separate Top 20 Lists, but will allow the Debtors to provide the U.S. Trustee with the information most relevant for forming a committee of unsecured creditors in these Cases. WHEREFORE, the Debtors respectfully request that the Court enter an order: (a) authorizing the Debtors to prepare the Consolidated Matrix, in electronic format only, identifying their creditors (without claim amounts) in the format or formats currently maintained in the ordinary course of their businesses in lieu of preparing the requisite creditor matrices, (b) authorizing the Debtors not to file the Consolidated Matrix with the Court concurrently with the filing of their bankruptcy petitions, but instead to make such list available only upon request; (c) authorizing the Debtors to file a single consolidated list of their 30 largest unsecured creditors, and (d) granting such other relief as the Court deems just and proper.

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Dated this 21st day of April, 2009. SQUIRE, SANDERS & DEMPSEY L.L.P. /s/ Craig D. Hansen Craig D. Hansen Sean T. Cork Two Renaissance Square 40 North Central Avenue, Suite 2700 Phoenix, Arizona 85004-4498 (602) 528-4000 -andKristin E. Richner Nicholas J. Brannick 2000 Huntington Center 41 South High Street Columbus, Ohio 43215 Proposed Counsel to Debtors and Debtors-inPossession By:

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