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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re: CALUMET PHOTOGRAPHIC,INC., et al., Debtors. ) Chapter 7 ) Case No. 14-08893 ) Jointly Administered Honorable Eugene R. Wedoff

NOTICE OF MOTION TO: SEE ATTACHED SERVICE LIST PLEASE TAKE NOTICE that on Tuesday, April 29, 2014, at 9:30 a.m., or as soon thereafter as counsel may be heard, we shall appear before the Honorable Eugene R. Wedoff in the Court Room usually occupied by him, in the United States Bankruptcy Court for the Northern District of Illinois, 219 South Dearborn Street, Chicago, Illinois, or before such judge who may be sitting in his place and stead, and present the attached Trustee's Motion for an Order (A) Authorizing and Approving the Sale of Certain of the Debtors' Assets Free and Clear of Liens, Claims, Interests, Charges, and Encumbrances; and (B) Authorizing Assumption and Assignment of Contracts and Leases, at which time and place you may appear as you see fit. Dated: April 7, 2014 Respectfully submitted, CATHERINE STEEGE,not individually but as interim chapter 7 Trustee for the bankruptcy estate of each of the above-captioned debtors.

BY: Catherine Steege (01683529) Melissa M. Root(62882466) Landon S. Raiford (6297473) JENNER &BLOCK,LLP 353 N. Clark Street Chicago, Illinois 60654-3456

/s/ Catherine Steege Catherine Steege

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CERTIFICATE OF SERVICE I, Catherine L. Steege, certify that I caused a copy of the foregoing Notice of Motion and Trustee's Motion for an Order (A) Authorizing and Approving the Sale of Certain of the Debtors' Assets Free and Clear of Liens, Claims, Interests, Charges, and Encumbrances; and (B) Authorizing Assumption and Assignment of Contracts and Leases to be served upon the attached Service List, by the method indicated, on April 7, 2014.

/s/ Catherine Steed Catherine Steege

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SERVICE LIST

ECF NOTIFICATION:

Debtors' Counsel Mark A. Berkoff Nicholas M. Miller Neal, Gerber & Eisenberg LLP Two North LaSalle Street Suite 1700 Chicago, IL 60602-3801 Phone: (312) 269-8072/(312)269-5654 Email: mberkoff@ngelaw.com Email: nmiller@ngelaw.com, ecfdocket@ngelaw.com,cdennis@ngelaw.com, mmirkovic@ngelaw.com Counsel for IAC Goose Island LLC Michael K. Desmond William G. Cross Figliulo & Silverman, P.C. 10 S. LaSalle, Suite 3600 Chicago, IL 60603 Phone: (312) 251-4600 Email: mdesmond@fslegal.com, dorisbay@fslegal.com, wcross@fslegal.com Counsel for BankDirect Capital Finance, LLC Andrew D. Arons Williams, Bax & Saltzman, P.C. 221 N. LaSalle Street, Ste. 3700 Chicago, IL 60601 Phone: (312) 372-3311 Email: arons@wbs-law.com, wisneski@wbslaw.com, sage@wbs-law.com

U.S. Trustee Patrick S Layng Office of the U.S. Trustee, Region 11 219 S Dearborn St Room 873 Chicago, IL 60604 Phone: (312) 886-5785Email: USTPRegion11.ES.ECF@usdoj.gov

Counsel for Square 407 Limited Partnership J. David Folds Baker Donelson 901 K Street NW Suite 900 Washington, Dc 20001 Phone: (202) 508-3441 Email: dfolds@bakerdonelson

Counsel for RedRidge Finance Group, LLC, Credit Value Partners, LP, Credit Value Fund III, LP and Credit Value Distressed Duration Fund, LP,Chase Paymentech LLC Peter A. Siddiqui Kenneth J. Ottaviano Katten Muchin Rosenman LLP 525 West Monroe Street, Ste 1900 Chicago, IL 60661-3693 Phone(312)902-5200 Fax: (312) 902-1061/(312) 577-4662 Email:peter.siddiqui@kattenlaw.com, Kenneth.ottaviano@kettenlaw.com

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Counsel for BankDirect Capital Finance, LLC Louis J. Gale Williams, Bax & Saltzman, P.C. 221 N. LaSalle Street, Ste. 3700 Chicago, IL 60601 Phone: (312) 372-3311 Email: gale@wbs-law.com, mosquera@wbslaw.com;KMorrissey@lewiskappes.com)

Counsel for Canon U.S.A. Nancy A. Peterman Rebecca D. Rosenthal Greenberg Traurig, LLP 77 West Monroe, Suite 3100 Chicago, IL 60601 Phone: (312) 456-8400 Email: petermann@gtlaw.com, ChiBkyDocket@gtlaw.com; greenbergc@gtlaw.com , rosenthalr@gtlaw.com Counsel for Experian Marketing Solutions, Inc. and CheetahMail, Inc. Joseph D. Frank Reed Heiligman Frank Gecker LLP 325 North La Salle, St. Suite 625 Chicago, IL 60654 Phone: (312) 276-1400

Counsel for George L. Eastman Co., LLC Francis X Buckley Thompson Coburn LLP 55 East Monroe, 37th Floor Chicago, IL 60603 Phone: (312) 580-2210 Fax: (312) 782-1040 Email: fxbuckleyjr@thompsoncoburn.com, aversis@thompsoncoburn.com

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VIA U.S. MAIL

Chase Paymentech, LLC Attn: Lazonia M. Clark Business Analyst 14221 Dallas Pkwy, Bldg II Dallas, TX 75254 Phone: (801) 823-3410 Email: lazonia.clark@chasepaymentech.com Counsel for American Express Travel Related Services Co., Inc. Gilbert B. Weissman Becket & Lee LLP POB 3001 Malvern, PA 19355-0701 Phone (610) 644-7800 Fax: (610) 993-8493 Email: notices@becket-lee.com Counsel for BankDirect Capital Finance, LLC David J. Strubbe Williams, Bax & Saltzman, P.C. 221 N. LaSalle Street, Ste. 3700 Chicago, IL 60601 Phone: (312) 372-3311

Douglas B. Rosner Goulston &Storrs A Professional Corporation 400 Atlantic Avenue Boston, Massachusetts 02110-3333 Phone: (617) 482-1776 Fax: (617) 574-4112 Email: DRosner@GOULSTONSTORRS.com

Nancy O. Garelick, Esq. SILVER AND ARSHT 1860 Bridgegate Street, Suite 100 Westlake Village, CA 91361 Phone: (805) 495-4044, x107 Fax: (805) 494-4704 Email: ngarelick@silverandarsht.com Creditor Calumetphoto.com Thomas Martin 14101 Furlong Way Germantown, MD 20874-6128

Jordan B. Everakes Zacks & Freedman, PC 235 Montgomery Street, Suite 400 San Francisco, CA 94104 Telephone: 415-956-8100 Facsimile: 415-288-9755 Email: Jordan@zulpc.com Counsel for MLK Associates, LLC Benjamin D Pelton 2300 Clarendon Blvd Suite 700 Arlington, VA 22201 Phone: (703) 524-0770 Fax: (703) 522-4570 Email: bpelton@aol.com Duncan Smith DK Mallon 107 Adell Pl Elmhurst, IL 60603 Phone: (312) 344-0812 Fax: (312) 662-6141 Email: Duncan.smith@dkmallonre.com

Creditor Calumetphoto.com Steven L. Goldberg McNamee Hosea 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770

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Cambridge Charles Park Two, LLC c/o Principal Real Estate Investors Attn: Asset Management East States Region 801 Grand Avenue Des Moines, IA 50392-1370 Chicago- Rush Dee Wells Draper and Kramer, Inc, As Managing Agent for Landlord 33 West Monroe Street Chicago, IL 60603-5401 Phone: (312) 346-8600 Fax: (312) 855-9358 Los Angeles George L. Eastman 1350 More Ranch Road Santa Barbara, CA 93111-2922 Phone: (805) 964-9908 Fax: (805) 692-2811

Chicago- Bliss/Chicago Cherry Cherry LLC Attn: David Kahnweiler c/o Colliers, Bennett & Kahnweiler Inc. 9700 West Bryn Mawr Rosemont, IL 60018 Ft. Lauderdale Gateway Shoppes, LLC c/o Carl McCormack P.O. Box 460579 Ft. Lauderdale, FL 33346

New York Gregg Scherken 20 West 22 Associates LLC c/o ABS Partners Real Estate, LLC 200 Park Avenue South New York, NY 10003

New York Elk 22 Realty LLC Attn: Bernard H. Kayden 550 Mamaroneck Avenue, Suite 404 Harrison, NY 10528

Oak Brook Teachers' Retirement System of the State of Illinois c/o Commonwealth Realty Advisors, Inc. Attn: Executive Vice President Suite 3000 Chicago, IL 60603 Oak Brook Attn: C. Michelle Panovich, Principal The Oaks of Oak Brook Shopping Center c/o Mid- America Asset Management Inc. Two Mid-America Plaza, Third Fl. Oakbrook Terrace, IL 60181

Oak Brook James T. Mayer Holland & Knight LLP 131 S. Dearborn Street 30th Floor Chicago, IL 60603

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Philadelphia Cedar Riverview LP C/o Cedar Shopping Centers, Inc. 44 South Bayles Avenue, Ste. 304 Port Washington, NY 11050 San Diego Attn: Cathy Hall, Vice President Escondido Gateway 03, LP By, ACF Property Management Inc. 12411 Ventura Boulevard Studio City, CA 91604 Phone: (818) 505-6777 Fax: (818) 505-6778 San Francisco Robert C. Keeney Keeney Family Trust 100 Bush Street, Ste 1300 San Francisco, CA 94104 Phone: (415) 675-7000 Tyson Corner Mattias D. Renner National Real Estate Management Corp. Agent for MLK Associates, LLC 1830 Craig Park Ct., #101 St. Louis, MO 63146-4149 Washington DC Square 407 Limited Partnership c/o Boston Properties, Inc. 401 9th Street, N.W. Suite 700 Washington, D.C. 20004

Rockville Kristen Dean, Property Manager Congressional Village Associates, LLC P.O. Box 1094 Warrenton, VA 20188 San Diego Sara Hall GDA Real Estate Service, LLC 8301 East Prentice Avenue, Ste 210 Greenwood Village, CO 80111

Santa Ana Northern McFadden Ltd Partnership c/o Bristol Group, Inc. 400 Montgomery Street, Ste 400 San Francisco, CA 94104

Tyson Corner National Real Estate Management Corp. 9986 Manchester Road St. Louis, MO 63122 Phone: (314) 878-5545 Fax: (314) 835-1068 Joseph T. Moldovan Chair, Bankruptcy and Restructuring Practice Morrison Cohen LLP 909 Third Avenue New York, NY 10022 Tel: 212.735.8603 Cell: 917.693.9682 Fax: 917.522.3103 jmoldovan@morrisoncohen.com

Jay Halperan Amal U. Dave Arent Fox LLP 1717 K Street, NW Washington, DC 20036-5342 Phone: 202-857-6336 Fax: 202-857-6395 amal.dave@arentfox.com Jay.Halpern@arentfox.com

Cisco Systems Capital Corporation 1111 Old Eagle School Road Wayne PA 19087

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MidAmerican Energy Company Attn: Unregulated Retail Srvcs. Electric Contract Administration 4299 NW Urbandale Drive Urbandale, IA 50322 Latisys Attn: Dave Stevens 393 Inverness Parkway Englewood, CO 80122 DAVIS ALARMS, INC. 147 W 25TH ST NEW YORK, NY 10001-7205 Internal Revenue Service Mail Stop 5110 CHI 230 South Dearborn Chicago, IL 60604 Illinois Department of RevenueBankruptcy Level 7-425 100 West Randolph Chicago, IL 60601 Internal Revenue Service Centralized Insolvency Operations PO BOX 7346 PHILADELPHIA PA 19101-7346 The Money Store Investment Corporation PO Box 162247 Sacramento, CA 95816 Cisco Systems Capital Corporation Lease Processing Center 1111 Old Eagle School Road Wayne, PA 19087 National City Commercial Capital Corporation 995 Dalton Avenue Cincinnati, Ohio 45203

Paetec/Windstream 4001 Rodney Parham Road Little Rock, AR 72212

Latisys-Chicago 1808 Swift Drive, Building C Oak Brook, IL 60523

Heiler Software Corporation 2100 Seaport Blvd Redwood City, CA 94063 San Francisco Tax Collector P.O. Box 7427 San Francisco, CA 94120-7427

Illinois Department of Revenue Bankruptcy P O BOX 64338 CHICAGO IL 60664-0338 New York City Department of Finance 25 Elm P.ace Brooklyn, NY 11201

Key Equipment Finance Inc. 10000 S. McCaslin Blvd Superior, CO 80027 US Bancorp Manifest Funding 1450 Channel Pkwy Marshall, MN 56258

Banc of America Leasing & Capital, LLC 231 S. LaSalle Street Chicago, IL 60697

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International Paper Company 33 Lewis Rd Binghampton, NY 13905

THE ROYAL BANK OF SCOTLAND PLC, AS SECURITY TRUSTEE CORPORATE AND STRUCTURED FINANCE 250 Bishopsgate, London EC2M 4AA, United Kingdom New York Department of Revenue State Department of Taxation and Finance W.A. Harrisman Campus Albany, NY 12227-0125 Washington DC Department of Tax and Revenue P.O. Box 96384 Washington, DC 20090-6384

CSC 2711 Centerville Road Suite 400 Wilmington, DE 19808 NEW YORK CITY Andrew French Department of Finance Municipal Building 1 Centre Street New York, New York 10007 Florida Department of Revenue 5050 W. Tennessee St. Tallahassee, FL 32399-0125

Virginia Department of Taxation Office of Customer Services P.O. Box 26627 Richmond, VA 23261-6627 Pennsylvania Department of Revenue Patsy Ricciuti Dept.28046 Harrisburg, PA 17128-0406 City of New York General Correspondence NYC Department of Finance Correspondence Unit One Centre Street, 22nd Floor New York, NY 10007

Maryland Department of Revenue Rhonda Allmond Revenue Administration Center Comptroller of Maryland 110 Carroll St. Annapolis, MD 21411 Massachusetts Department of Revenue 436 Dwight Street Springfield, MA 01103

County of Santa Barbara (California) 1332 Anacapa St. Santa Barbara, CA 93101 NYC Department of Finance 66 John Street, Room 104 New York, NY 10038

Orange County (California) City Hall 300 East Chapman Avenue Orange California 92866

California John Kingbury 450 N. Street, CA 95814 Sacramento, CA 95814

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Department of Finance, Administrative Officer, Illinois Department of Revenue 915 L Street, Suite 1280, PO Box 19034 Sacramento, CA 95814 Springfield, IL 62794-9034 Chicago Dept. of Finance Tax Division 333 S. State St., Room 300 Chicago, IL 60604 Vaughn Barber Reich Brothers 10618 Pico Blvd. Los Angeles, CA 90064 Phone: 310-248-2979 (Ext. 705) Cell: 714-512-0799 Fax: 213-383-5985 Email: vbraber@reichbros.com David Barkoff (Director of Sales) Ross Dove Heritage Global Inc. 12625 High Bluff Drive San Diego, CA 92130 Phone: 650-649-0147 Cell: 650-759-2242 Fax: 866-644-9908 Email: dbarkoff@hginc.com Bill Vining (Vice President Business Development) Adam Kirilichin Optoro 5001 Forbes Blvd. Lanham, MD 20706 702 H. Street, NW Ste 200 Washington, DC 20001 Phone: 770-558-3841 Cell: 404-789-6485 Fax: 301-850-4779 Email: bvining@optoro.com Thomas E. Pabst (President) Kathleen Parker HYPERAMS, LLC 1501 Michael Drive Wood Dale, Il 60191 Phone: 847-499-7033 Cell: 847-530-5676 Cell: 262-903-0602 (Parker) Email: tpabst@hyperams.com Steve Papillo Capital Recovery Group, LLC 1654 King Street Enfield, CT 06082 Phone: 800-300-6852 Cell: 860-250-0050 Email: apapillo@crgauction.com

Elaine Tseng (Senior Associate) ASM Capital 7600 Jericho Turnpike Suite 302 Woodbury, NY 11797 Phone: 516-422-7114 Fax: 516-422-7118 Email: ETseng@asmcapital.com

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Kenneth L. Baum Cole, Schotz, Meisel, Forman & Leonard, P.A. 25 Main Street Hackensack, NJ 07601 Phone: 201-525-6327 Cell: 201-463-3246 Fax. 201-678-6327 Email: KBaum@coleschotz.com Harrison Budd Digital Services & EQ Supervisor 555 Minnesota St. San Francisco, CA 94107 Phone: 415-550-8732 Email: Harrison. budd@sandboxstudio.com

Eric Mehl, Partner Columbus Camera Group, Inc. 55 E. Blake Avenue Columbus, Ohio 43202 Phone: 614-267-0686 Cell: 614-477-9930 Email: eric@columbuscameragroup.com Adam Prybelski (Omni-Channel Sales Manager) National Camera Exchange 9300 Olson Memorial Highway Golden Valley, MN 55427 Phone: 763-591-5183 Email: adamp@natcam.com

Chris Taylor EQ Supervisor 250 Hudson St. 11th Floor NY, NY 10013 Phone: 212-924-4410 Email: chris.taylor@sandboxstudio.com

Eric Weiler New Mill Capital Holdings, LLC 1550 N. Cleveland Avenue Suite 208 Chicago, IL 60610 Phone: 312-489-8493 Fax: 312-878-6779 Email: eric@newmillcapital.com

Gerard S. Catalanello (Partner) Counsel for Sleepy (?) Duane Morris LLP 1540 Broadway New York, NY 10036-4086 Phone: 212-692-1037 Cell: 347-205-2920 Fax: 212-672-1173 Email: gcatalanello@duanemorris.com

Jonathan Hezghian 5526 South Soto St. Vernon, CA 90058 Cell: 310-310-1015 Email: jonathan.lacloseout@gmail.com

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Mitchell H. Cohen DJM Real Estate, LLC (an affiliate of Gordon Brothers Group) 1350 Avenue of the Americas Suite 2802 New York, NY 10019 Phone: 212-218-6806 Home: 561-988-9432 Cell: 617-901-0382 Email: mcohen@gordonbrothers.com Marc Fenton Statman Harris & Eyrich, LLC 200 West Madison Street Suite 3820 Chicago, IL 60606 Direct: 312-251-9961 Phone: 312-263-1070 Fax: 312-263-1201 Eamil: mfenton@statmanharris.com James Fralick (VP Merchandising) Henrys Photo-Video-Digital 119 Church Street Toronto, ON M5C 2G5 Phone: 416-941-0565 Fax: 416-868-0243 Email: jfralick@henrys.com

Nyk Westbrook Bid It Up 11426 Ventura Blvd. Studio City, CA 91604 Phone: 818-508-7034 Fax: 818-508-3025 Email: nwestbrook@biditup.com

Adam Russell New Mill Capital Holdings, LLC 1550 N. Cleveland Avenue. Chicago, Il 60610 Phone: 312-489-8325 Fax: 818-574-6496 adamr@newmillcapital.com

Michelle Salazar Jeff Tanenbaum Tiger Group 340 N. Westlake Blvd. Suite 260 Westlake Village, CA 91362 Phone: 805-497-4999 Cell: 818-326-4909 (JT0 Cell: 214-893-4169 (MS) Fax: 805-497-2211 Email: jtanenbaum@TigerGroup.com MSalazar@tigergroup.com

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Lisa Fournier c/o Southern Photo 125 E. NASA Blvd., Melbourne, FL 32901 Phone: 321-254-4224 Cell: 321-720-7378 Email: lafnow@msn.com lisa@southernphotosupply.com

Counsel to Great American John Sieger Paige Barr Katten, Muchin Rosenman LLP 525 W. Monroe St. Chicago, IL 60661 Phone: 312-902-5494 Phone: 312-902-5644 Fax 312-902-1016 Email: John.Sieger@Kattenlaw.com

Venice Gamble 11426 Ventura Blvd. 2nd Floor Studio City, CA 91604 Phone: 818-508-7034 (x215) Fax: 818-508-3025 Email: vgamble@biditup.com

Bill Melvin Jr. Jennifer Steward Liquid Asset Partners LLC 4060 29th Street Grand Rapids, MI 49512 Phone: 616-719-5917 Fax: 616-719-5918 Email: Bill@LiquidAP.com jennifer@liquidap.com Dartise Johnson (Lead Photographer/Manager) Dartise Photography 2100 South Marshall Blvd Chicago, IL 60623 Phone: 773-255-5221 Fax: 312-377-1679 Email: dartisejohnson@dartise.com

Sid Lambersky Joseph Checchio Seth Marks (VP) Stormy Simon Overstock.com 6350 South 3000 East Salt Lake City, Utah 84121 Phone: 801-441-9351 Phone: 312-643-0829/312-316-3235 Email: SidLambersky@Overstock.com

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Derrick Kouyoumjian PO Box 391745 Cambridge, MA 02139 Phone: 617-905-1505

Morten Kucey SB Capital Group 1010 Northern Blvd. Suite 340 Great Neck, New York 11021 Phone: 703-518-5038 Cell: 516-521-6439 Office: 516-945-3420 Fax: 708-518-5368 Email: mkucey@sbcapitalgroup.com www.sbcapitalgroup.com

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UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re: CALUMET PHOTOGRAPHIC,INC., et al., Debtors. ) Chapter 7 ) Case No. 14-08893 ) Jointly Administered Honorable Eugene R. Wedoff TRUSTEE'S MOTION FOR AN ORDER(A)AUTHORIZING AND APPROVING THE SALE OF CERTAIN OF THE DEBTORS' ASSETS FREE AND CLEAR OF LIENS, CLAIMS,INTERESTS,CHARGES,AND ENCUMBRANCES; AND(B) AUTHORIZING ASSUMPTION AND ASSIGNMENT OF CONTRACTS AND LEASES Catherine Steege, not individually but as Trustee (the "Trustee") of the jointly administered above-captioned debtors (collectively the "Debtors"), hereby moves this Court for an Order pursuant to 11 U.S.C. 105(a), 363 and 365 and Federal Rules of Bankruptcy Procedure 2002, 6004, 6006 and 9014,(a) authorizing and approving the sale of certain of the Debtors' assets free and clear of liens, claims, interests, charges and encumbrances; and (b) authorizing assumption and assignment of leases and contracts under section 365 of the Bankruptcy Code in connection with such sale. respectfully states as follows: JURISDICTION 1. This Court has jurisdiction to consider and determine this Motion pursuant to 28 In support of this Motion, the Trustee

U.S.C. 1334. This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A) and the Trustee consents to the entry of a final order. Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409.

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2.

The statutory and predicate for the relief requested herein are sections 363, 365,

and 105(a) of the Bankruptcy Code, and Federal Rules of Bankruptcy Procedure 2002, 6004, 6006, and 9014. BACKGROUND 3. On March 12, 2014 (the "Petition Date"), each of the Debtors filed a petition for

relief under chapter 7 of title 11 of the United States Code. Thereafter, the United States Trustee for the Northern District of Illinois appointed Catherine Steege as interim chapter 7 Trustee. 4. Prior to the Petition Date, the Debtors conducted business as amulti-channel The business served

specialty retailer of high-end photography and video equipment.

professional and amateur photographers through, among other things,(a)fourteen brick-andmortar retail stores throughout the United States, (b)an e-commerce website, and (c) customer-direct sales. Debtor Calumet Photographic, Inc., was the only operating entity, and employed over 200 US-based personnel. 5. Since the Petition Date, the Debtors' operations have been shut down. Shortly

after the Petition Date, the Trustee was contacted by CalPhoto US, LLC, an entity recently formed by certain former principals of the Debtors (the "Purchaser"), regarding the possibility of purchasing assets associated with five of the Debtors' retail stores and the assumption of certain of the Debtors' liabilities and obligations. The Trustee and the Purchaser engaged in extensive negotiations and the Trustee has accepted the Purchaser's offer, subject to Bankruptcy Court approval, to purchase certain assets and to assume many of the Debtors' liabilities and obligations for Two Million Eight Hundred and Twenty Five Thousand Dollars ($2,825,000) plus the assumption of certain liabilities and the delivery at closing of claims waivers from the holders of eighty percent in amount of the Debtors' supplier claims (the

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"Purchase Price"). The Trustee and the Purchaser have memorialized this agreement in an Asset Purchase Agreement(the "APA")that is attached hereto as Exhibit A. SUMMARY OF RELIEF REQUESTED 6. By this Motion, the Trustee seeks approval for the proposed sale of certain of the

Debtors' assets to the Purchaser under the terms of the APA and free and clear of liens, claims, interests, charges, and encumbrances under 3630 of the Bankruptcy Code. In addition, the Trustee seeks to assign to the Purchase certain leases and executory contracts pursuant to 11 U.S.C. 365. TRUSTEE'S MARKETING EFFORTS 7. Immediately upon her appointment, the Trustee was contacted by numerous

parties interested in purchasing certain of the Debtors' assets. She has provided inventory lists and copies of leases to all parties who have contacted her. She has served a copy of this Motion on all of these parties. She also has made arrangements to allow interested parties to view the Debtors' assets. THE PROPOSED ASSET PURCHASE AGREEMENT1 8. The Trustee and the Purchaser have entered into the APA under which, subject to

this Court's approval, the Purchaser, for the Purchase Price, will purchase the following assets (collectively, the "Assets" or the "Purchased Assets"), on an "as is, whereas basis" without representations or warranties of any kind: (i) all Inventory located at (a) Oak Brook, Illinois, (b) Chicago (Goose Island), Illinois (Bliss Street and Cherry Street), (c) Philadelphia, Pennsylvania, (d) San Francisco, California and (e) Washington, D.C. from which the Debtors were conducting the Business as of the Petition Date ("Assumed Locations") but excluding any inventory located in the warehouse included as part of the Chicago (Goose Island), Illinois (Bliss Street and Cherry Street) location; ~ To the extent the Motion and the terms of the APA conflict, the APA controls. Defined terms not defined in this Motion shall have the meaning set forth in the APA. E

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(ii) all furniture, fixtures and equipment ("FF&E") located at the Assumed Locations and at Debtor's Cambridge, Massachusetts location; provided, however that the Seller may continue to use the FF&E at the Debtor's Cambridge Massachusetts location until such time as Seller completes the store-closing sales being conducted at the Cambridge Massachusetts location and provided further that Purchaser shall remove the FF&E at its own expense from Cambridge Massachusetts within five(5)Business Days of receiving notice from Seller to do so; (iii) all exterior signage located at the Excluded Locations; provided, however, that the Seller may continue to use such exterior signage until such time as Seller completes the store-closing sales being conducted at the Excluded Locations and provided further that Purchaser shall remove such exterior signage at its own expense assuming all Liabilities in connection therewith and in a manner consistent with any Lease for such Excluded Location; (iv) all Leases for the Assumed Locations and the Cambridge Parking Lot Leases (the "Assumed Leases"), together with the Debtors' interest in all security deposits listed on Schedule 2.1(b)(iv), and all permanent fixtures, improvements and appurtenances thereto and associated with such Assumed Leases; (v) all Executory Contracts related to the Debtors' operation of the Business at the Assumed Locations (the "Assumed Contracts"), together with the Debtors' interest in all utility deposits listed on Schedule 2.1(b)(v) with respect to any of the Assumed Locations; (vi) all of the intangible property of the Debtors listed on Schedule 2.1(b)(vi);

(vii) (A)all rights in and to Intellectual Property rights owned or licensed by any of the Debtors listed on Schedule 2.1(b)(vii), to the broadest extent Seller is permitted by law to transfer such Intellectual Property (the "Purchased Intellectual Property"), including, without limitation, hardware and software related thereto and customer lists and (B)to the extent such Intellectual Property may not be transferred to Purchaser, Seller shall be deemed to have granted to Purchaser an exclusive, royalty free right and license to use the Intellectual Property from and after the Closing Date, to the broadest extent permitted by law, but subject to a nonexclusive grant of a license to Seller to continue to use (1) the Calumet name and trademark in the conduct of her administration of the Debtor's Bankruptcy Cases (such non-exclusive license shall expire upon the closing of the Bankruptcy Cases) and (2) any patents included in the Purchased Intellectual Property for the sole purpose of selling Inventory at the Excluded Locations until the earlier of(A) such time that any Inventory relating to such patents has been sold by Hilco, and(B)the entry of the final decree closing the Bankruptcy Cases; (viii) all credit card holdback payments and other credits due from Debtors' credit card processors listed on Schedule 2.1(b)(viii); (ix) all prepaid charges and expenses set forth on Schedule 2.1(b)(ix) paid by Seller or any of the Debtors exclusively in connection with or relating exclusively to the Purchased Assets; (x) all rights under insurance policies relating to claims for losses related exclusively to the Purchased Assets;

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(xi) copies of all books and records pertaining to any of the foregoing (provided, however, that original books and records will be provided within five (5) Business Days after entry of the final decree closing the Bankruptcy Cases); (xii) all customer files, data and documents (including credit information), email addresses, transaction histories, customer histories, and the e-mail system and data owned or possessed by any of the Debtors as of the Petition Date; (xiii) all Permits used by Seller that relate to the Assumed Locations, the Business or any of the Purchased Assets, to the extent assignable (the "Assigned Permits"); and (xiv) all goodwill associated with the Purchased Assets. 9. The APA also provides that the Purchaser will assume certain of the Debtors'

liabilities including: (i) all Liabilities of Seller or any of the Debtors under the Assumed Leases and Assumed Contracts arising after the Closing Date, including any and all benefits and burdens of post-Closing adjustments under any Assumed Contract (as identified on Schedule 2.5 of the APA); (ii) all Cure Costs and Carrying Costs, as defined in the APA, related to the Assumed Leases and Assumed Contracts; (iii) all employer obligations of Seller or any of the Debtors to Employees at any of the Assumed Locations who return for employment at the Assumed Locations (the "Assumed Employee Liabilities"); (iv) all obligations of Seller or any of the Debtors to customers of the Business relating to customer deposits, product repairs, gift cards and warranty claims (the "Assumed Customer Liabilities.) 10. As a condition of the closing, the Purchaser insisted on, among other things, provisions in the Final Sale Order to establish that the Purchaser will not constitute a successor-in-interest to the Debtors.

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RELIEF REQUESTED I. APPROVAL OF THE SECTION 363 SALE AND SECTION 365 ASSUMPTION AND ASSIGNMENT A. The Asset Sale Is In The Best Interests Of The Debtors' Estates 11. Section 363(b)(1) of the Bankruptcy Code provides that a trustee, "after notice and a hearing, may use, sell or lease, other than in the ordinary course of business, property of the estate." 12. A sale of the Assets should be authorized pursuant to section 363 of the Bankruptcy Code if a sound business purpose exists for doing so. See e.g., Meyers v. Martin (In re Martin), 91 F.3d 389, 395 (3d Cir. 1996)(citing Fulton State Bank v. Schipper (In re Schipper), 933 F.2d 513, 515 (7th Cir. 1991)); In re Abbotts DaiNies ofPennsylvania, Inc., 788 F.2d 143 (3d Cir. 1986); Stephens Indus., Inc. v. McClung, 789 F.2d 386, 390 (6th Cir. 1986); In re Lionel CoNp., 722 F.2d 1063 (2d Cir. 1983); In re Titusville Country Club, 128 B.R. 396 (W.D. Pa. 1991); In re Delaware &Hudson Railway Co., 124 B.R. 169, 176 (D. Del. 1991). 13. The Trustee has proposed the sale of the Assets after thorough consideration of all viable alternatives, and has concluded that the sale is supported by a number of sound business reasons. The necessity of the proposed sale and the assumption and assignment of certain leases and contracts pursuant to section 365 stems from the current state of the Debtors' businesses. The Debtors are not currently operating and the value of their assets and the ability to continue their operations as a going concern likely will be dramatically impacted if a sale is not conducted in the near future. See Tempo Technology, 202 B.R. at 369-70 (approving a sale of all of the debtor's assets, within a month after the petition date, where the debtor faced a cash shortfall, operated in an industry where there were few potential proposed

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Purchaser, and anticipated continuing losses and a decline in value of the bankruptcy estates);
Titusville CountNy Club, 128 B.R. at 400 (granting an expedited hearing on a motion to

approve a sale as a result of"deterioration" of the debtor's assets). 14. The Trustee believes that, without such a sale of the Debtors' Assets, the Trustee will not be able to maximize value to creditors. Here, the Trustee believes that the APA represents a fair value for the Assets. The APA is the product of arms-length, good faith negotiations, in which the Trustee bargained for the maximum possible price for the Assets. The Trustee does not believe she could obtain a materially better offer from another buyer and therefore believes that the sale of the Assets to the Purchaser on terms consistent with those set forth in the APA, is in the best interests of the Debtors, their employees, their customers, their vendors, their estates and their creditors. B. The Asset Sale Satisfies The Requirements Of Section 363(f) of the Bankruptcy Code For A Sale Free And Clear of Liens, Claims, Interests, Charges, and Encumbrances. 15. Except for those liabilities expressly assumed in the APA, the Purchaser are buying the Assets free and clear of all liens, claims, interests, charges, and encumbrances. 16. Section 3630 of the Bankruptcy Code provides: The trustee may sell property under subsection (b) or (c) of this section free and clear of any interest in such property of an entity other than the estate, only if (1) applicable nonbankruptcy law permits sale of such property free and clear of such interest;
(2) such entity consents;

(3) such interest is a lien and the price at which such property is to be sold is greater than the aggregate value of all liens on such property; (4) such interest is in a bona fide dispute; or (5) such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest.

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11 U.S.C. 3630. 17. Section 3630 of the Bankruptcy Code is drafted in the disjunctive. Thus, satisfaction of any of the requirements enumerated therein will suffice to warrant the Trustee's sale of the Assets free and clear of all liens, claims, rights, interests, and encumbrances as provided in the Asset Purchase Agreement (collectively, the "Interests"), except with respect to such Interests as are assumed pursuant to the Asset Purchase Agreement. See Citicorp Homeowners Services, Inc. v. Elliot, 94 B.R. 343, 345 (E.D. Pa. 1988). The Trustee submits that each Interest that is not assumed pursuant to the Asset Purchase Agreement satisfies at least one of the five conditions of 3630 of the Bankruptcy Code, and that any such Interest will be adequately protected by either being paid in full at the time of closing, or by having it attach to the net proceeds of the sale, subject to any claims and defenses the Debtors' estates may possess with respect thereto. The Trustee accordingly requests that the Assets be transferred to the Purchaser free and clear of all Interests (except for the Interests that are assumed), with such Interests to attach to the proceeds of the sale. 18. The APA also contemplates that the Purchaser shall not be liable for any of the Debtors' liabilities, as a successor to the Debtors' businesses or otherwise (the "Excluded Liabilities"), except with respect to liabilities expressly assumed in the APA by the Purchaser. 19. Section 3630 of the Bankruptcy Code provides for the sale of assets "free and clear of any interests." The Seventh Circuit has held that the term "any interest" should be given a "broad interpretation" and is not limited to in rem interests in property Precision Indus., Inc. v. Qualitech Steel SBQ, LLC, 327 F.3d 537, 545 (7th Cir. 2003). Likewise, numerous courts have held that a proposed purchaser of a debtor's assets pursuant to a section 363 sale takes free from successor liability resulting from pre-existing claims. See In re TNans World Airlines, Inc., 322 F.3d 283, 292-93 (3d Cir. 2003); Douglas v. Stamco, 363 Fed. 10

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App'x 100, 103 (2d Cir. 2010); In re All Am. OfAshburn, Inc., 56 B.R. 186 (Bankr. N.D. Ga. 1986). C. Authorization Of Assumption And Assignment Of Executory Contracts And Leases. 20. As required by the APA,the Trustee requests approval, under 11 U.S.C. 365, of the assumption and assignment of certain executory contracts and leases to the Purchaser. The Trustee further requests that the order approving such sale provide that the assumed contracts will be transferred to, and remain in full force and effect for the benefit of the Purchaser notwithstanding any provisions in the assumed contracts, including those described in sections 365(b)(2) and (~(1) and (3) of the Bankruptcy Code, that prohibit such assignment. The contracts and leases the Trustee seeks to assume are identified in the APA. 21. Section 3650 of the Bankruptcy Code provides, in pertinent part, that: The trustee may assign an executory contract or unexpired lease of the debtor only if (A) the trustee assumes such contract or lease in accordance with the provisions of this section; and (B) adequate assurance of future performance by the assignee of such contract or lease is provided, whether or not there has been a default in such contract or lease. 11 U.S.C. 3650(2). Under section 365(a) of the Bankruptcy Code, a trustee "subject to the court's approval, may assume or reject any executory contract or unexpired lease of the debtor." 11 U.S.C. 365(a). Section 365(b)(1) of the Bankruptcy Code, in turn, codifies the requirements for assuming an unexpired lease or executory contract of a debtor, providing that: (b)(1) If there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or lease unless, at the time of assumption of such contract or lease, the trustee -(A)cures, or provides adequate assurance that the trustee will promptly cure, such default;

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(B)compensates, or provides adequate assurance that the trustee will promptly compensate, a party other than the debtor to such contract or lease, for any actual pecuniary loss to such party resulting from such default; and (C)provides adequate assurance of future performance under such contract or lease. 11 U.S.C. 365(b)(1). 22. Here, the assumption and assignment of the assumed contracts set forth in the APA is a necessary part of the deal that the Trustee has struck with the Purchaser. The Trustee believes that all the requirements for the assumption of the specified contracts and leases are met as the Purchaser are obligated to pay and cure costs associated with such assumption. Further, based on the information received by the Trustee from the Purchaser, the Trustee believes that the Purchaser can provide adequate assurance of their ability to perform under the assume contracts and leases and will be able to provide this evidence to the Court if so required. Consequently, assumption and assignment of the assumed contracts is appropriate under the circumstances. D. Good Faith Under Section 363(M) Of The Bankruptcy Code. 23. Section 363(m)of the Bankruptcy Code provides: The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease of property does not affect the validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and such sale or lease were stayed pending appeal. 11 U.S.C. 363(m). While the Bankruptcy Code does not define "good faith", the Seventh Circuit has held that "good faith" is present unless a party can show "fraud, collusion between the purchase and other bidders or the trustee, or an attempt to take grossly unfair advantage of other bidders." In re Vetter Corp., 724 F.2d 52, 56 (7`h Cir. 1983). The APA is an intensely-

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negotiated, arm's-length transaction, in which the Purchaser have, at all times, acted in good faith. The Trustee thus requests that the Court make a finding that the Purchaser have purchased the Assets, and have taken by assignment the Assumed Contracts and Assumed Liabilities, in good faith within the meaning of section 363(m) of the Bankruptcy Code. II. Notice 24. The Trustee has given 21 days notice of the hearing on this Motion to all creditors listed on the Debtors' creditor matrix in the form of Exhibit B hereto. In addition, the Trustee has mailed a copy of this Motion to (a) the Debtors' landlords,(b) all of the Debtors' known taxing authorities, (c) all known holders of liens against the Debtors' assets, (d) all counterparties to the contracts that the Trustee proposes to assign to the Purchaser, (e) all parties who have contacted the Trustee and expressed an interest in buying the Debtors' assets and (~ all parties that have requested to receive notice. The Trustee believes this notice is sufficient under the circumstances and should be approved under Bankruptcy Rule 2002(a)(2).

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WHEREFORE, the Trustee respectfully requests that the Court enter an order in substantially the form attached hereto, and granting such other and further relief as is just and proper. CATHERINE STEEGE, not individually but as interim chapter 7 Trustee for the bankruptcy estate of each of the above-captioned debtors.

BY: Catherine Steege (01683529 Melissa M. Root(62882466) Landon S. Raiford (6297473) JENNER &BLOCK,LLP 353 N. Clark Street Chicago, Illinois 60654-3456 PH: (312)923-2952 FAX: (312) 840-7352 Dated: Apri17, 2014

/s/ Catherine Steege Catherine Steege

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