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From the Minnesota Bankruptcy Court UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA Jointly Administered under In re: Case No. 08-46617 Polaroid Corporation, et al., Court Files No.’s: Debtors. 08-46617 (GFK) (includes: Polaroid Holding Company; 08-46621 (GFK) Polaroid Consumer Electronics, LLC; 08-46620 (GFK) Polaroid Capital, LLC; 08-46623 (GFK) Polaroid Latin America I Corporation; 08-46624 (GFK) Polaroid Asia Pacific LLC; 08-46625 (GFK) Polaroid International Holding LLC; 08-46626 (GFK) Polaroid New Bedford Real Estate, LLC; 08-46627 (GFK) Polaroid Norwood Real Estate, LLC; 08-46628 (GFK) Polaroid Waltham Real Estate, LLC) 08-46629 (GFK) Chapter 11 Cases Judge Gregory F. Kishel REVISED NOTICE OF PREVAILING BIDDER Attached for filing please find the Asset Purchase Agreement between the Debtors and PLR Holdings, LLC, dated April 16, 2009. DATED: April 17, 2009 LINDQUIST & VENNUM P.L.L.P. By: /e/ George H. Singer James A. Lodoen (173605) George H. Singer (0262043) 4200 IDS Center 80 South Eighth Street Minneapolis, MN 55402-2274 (612) 371-3211 (612) 371-3207 (facsimile) www.lindquist.com ATTORNEYS FOR THE DEBTORS Doc# 2914487\2 EXECUTION COPY ASSET PURCHASE AGREEMENT by and among POLAROID HOLDING COMPANY, POLAROID CORPORATION, POLAROID CONSUMER ELECTRONICS, LLC, POLAROID CAPITAL, LLC, POLAROID LATIN AMERICA I CORPORATION, POLAROID ASIA PACIFIC, LLC, POLAROID INTERNATIONAL HOLDING, LLC, POLAROID NEW BEDFORD REAL ESTATE, LLC, POLAROID NORWOOD REAL ESTATE, LLC, POLAROID WALTHAM REAL ESTATE, LLC and PLR ACQUISITION, LLC Dated as of April 16, 2009 1 Doc# 2913683\16 TABLE OF CONTENTS Page ARTICLE 1 PURCHASE AND SALE OF THE ACQUIRED ASSETS..................................... 2 SECTION 1.1 Transfer of Acquired Assets............................................................... 2 SECTION 1.2 Excluded Assets................................................................................. 4 SECTION 1.3 Assumption of Liabilities ................................................................... 5 SECTION 1.4 Excluded Liabilities ........................................................................... 6 SECTION 1.5 Identification of Additional and Excluded Contracts; Additional Acquired Equipment......................................................... 7 SECTION 1.6 Assumption/Rejection of Certain Contracts........................................ 8 SECTION 1.7 [Intentionally Omitted]....................................................................... 8 SECTION 1.8 Prorations........................................................................................... 8 ARTICLE 2 PURCHASE PRICE............................................................................................... 8 SECTION 2.1 Purchase Price.................................................................................... 8 SECTION 2.2 Deposit .............................................................................................. 9 ARTICLE 3 CLOSING AND DELIVERIES.............................................................................. 9 SECTION 3.1 Closing .............................................................................................. 9 SECTION 3.2 Seller’s Deliveries.............................................................................. 9 SECTION 3.3 Buyer’s Deliveries............................................................................ 10 ARTICLE 4 REPRESENTATIONS AND WARRANTIES...................................................... 10 SECTION 4.1 Representations and Warranties of Sellers ........................................ 10 SECTION 4.2 Representations and Warranties of Buyer ......................................... 13 SECTION 4.3 Warranties Are Exclusive................................................................. 15 ARTICLE 5 COVENANTS AND OTHER AGREEMENTS.................................................... 15 SECTION 5.1 Pre-Closing Covenants of Sellers ..................................................... 15 SECTION 5.2 Pre-Closing Covenants of Buyer ...................................................... 16 SECTION 5.3 Other Covenants of Sellers and Buyer .............................................. 17 SECTION 5.4 Ownership and Use of Polaroid Name.............................................. 18 SECTION 5.5 Bankruptcy Actions.......................................................................... 19 SECTION 5.6 Employees ....................................................................................... 20 SECTION 5.7 Employee Benefit Plans and Pre-Closing Employment Liabilities......................................................................................... 21 SECTION 5.8 Other Actions................................................................................... 21 SECTION 5.9 [Intentionally Omitted]..................................................................... 21 SECTION 5.10 Use of Names................................................................................... 21 SECTION 5.11 Certain Affiliate Arrangements. ....................................................... 22 ARTICLE 6 TAXES ................................................................................................................ 22 SECTION 6.1 Taxes Related to Purchase of Acquired Assets ................................. 22 SECTION 6.2 Cooperation on Tax Matters............................................................. 23 SECTION 6.3 Allocation of Purchase Price ............................................................ 23 i Doc# 2913683\16 ARTICLE 7 CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES.................... 24 SECTION 7.1 Conditions Precedent to Performance by Sellers............................... 24 SECTION 7.2 Conditions Precedent to the Performance by Buyer .......................... 25 ARTICLE 8 TERMINATION .................................................................................................. 26 SECTION 8.1 Conditions of Termination ............................................................... 26 SECTION 8.2 Effect of Termination....................................................................... 28 ARTICLE 9 SURVIVAL ......................................................................................................... 28 SECTION 9.1 Survival ........................................................................................... 28 SECTION 9.2 Specific Performance ....................................................................... 28 SECTION 9.3 Covenant Not to Sue ........................................................................ 28 ARTICLE 10 MISCELLANEOUS........................................................................................... 29 SECTION 10.1 Joint Drafting ................................................................................... 29 SECTION 10.2 Further Assurances........................................................................... 29 SECTION 10.3 Successors and Assigns.................................................................... 29 SECTION 10.4 Governing Law; Jurisdiction ............................................................ 29 SECTION 10.5 Expenses.......................................................................................... 29 SECTION 10.6 Severability...................................................................................... 30 SECTION 10.7 Notices............................................................................................. 30 SECTION 10.8 Amendments; Waivers ..................................................................... 31 SECTION 10.9 Public Announcements..................................................................... 31 SECTION 10.10 Entire Agreement ............................................................................. 32 SECTION 10.11 No Third Party Beneficiaries............................................................ 32 SECTION 10.12 Headings.......................................................................................... 32 SECTION 10.13 Counterparts..................................................................................... 32 SECTION 10.14 Construction..................................................................................... 32 SECTION 10.15 Tax Disclosure ................................................................................. 32 SECTION 10.16 Sellers’ Representative..................................................................... 33 ARTICLE 11 DEFINITIONS................................................................................................... 33 ii Doc# 2913683\16 SCHEDULES Schedule 1.1(a) Real Property Schedule 1.1(b) Owned Machinery and Equipment Locations Schedule 1.1(c) Acquired Contracts Schedule 1.1(d) Inventory and Inventory Locations Schedule 1.1(e) Supplies Locations Schedule 1.1(f) Acquired Intellectual Property Schedule 1.1(n) Letters of Credit Schedule 1.1(o) Intellectual Property Causes of Action Schedule 1.2(c) Excluded Contracts Schedule 1.2(e) Miscellaneous Excluded Assets Schedule 1.2(q) Artwork, Archival Documents, Images and Scientific Notes Schedule 1.3(f) Other Liabilities Schedule 1.6(b) Cure Schedule Schedule 1.6(c) Executory Contracts Schedule 4.1(a) Jurisdictions of Organization Schedule 4.1(d) Seller Reports Schedule 4.1(f) Subsidiaries Schedule 4.1(g) Sellers Consents and Approvals Schedule 4.1(h) Litigation Schedule 4.1(j) Intellectual Property Matters Schedule 4.1(l) Permit Violations Schedule 4.1(m) Environmental Matters Schedule 4.1(r) Impaired Inventory Schedule
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