e.Digital

UNITED STATES BANKRUPTCY COURT

DISTRICT OF MINNESOTA

In re:

Polaroid Corporation, et al.,

Debtors.

(includes:

Polaroid Holding Company;

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)

Court File Nos.:

Jointly Administered under

Case No 08-46617 (GFK)

08-46621 (GFK)

08-46620 (GFK)

08-46623 (GFK)

08-46624 (GFK)

08-46625 (GFK)

08-46626 (GFK)

08-46627 (GFK)

08-46628 (GFK)

08-46629 (GFK)

Chapter 7 Cases

Judge Gregory F. Kishel

ORDER APPROVING SETTLEMENT AGREEMENT

______________________________________________________________________________

This matter came before the court on the motion of John R. Stoebner, chapter 7 trustee of

the above-captioned bankruptcy estates, to approve a compromise by and among the trustee,

Summit Technology Group, LLC, Harmer Holdings, LLC and World Wide Licenses, Ltd.

resolving certain disputes that have arisen in these cases. Based on the arguments of counsel,

moving documents, the record made at the hearing, the Court’s findings of fact and conclusions

of law, if any, having been recorded in open court following the close of evidence and the court

having reviewed the Settlement Agreement and being fully advised in the premises,

NOTICE OF ELECTRONIC ENTRY AND

FILING ORDER OR JUDGMENT

Filed and Docket Entry made on

Lori Vosejpka, Clerk, By JRB, Deputy Clerk

08/10/2010

Case 08-46617 Doc 1003 Filed 08/10/10 Entered 08/10/10 11:06:45 Desc Main

Document Page 1 of 3

DOCS-#3274805-v1

IT IS HEREBY ORDERED THAT:

1. The Settlement Agreement is hereby approved and the parties are authorized to

perform the terms thereunder;

2. Claim 129 filed by Summit Technology Group, LLC in the Bankruptcy Case of

PBE Corporation, Case No. 08-46617, shall be deemed to have been timely and properly filed in

the bankruptcy case of PBE Consumer Electronics, LLC, Case No. 08-46620, and Summit

Technology Group, LLC shall have allowed claims in the PBE Consumer Electronics, LLC

bankruptcy case in the amount of $34,227.49 that shall be entitled to priority as an expense of the

administration of the Chapter 11 cases pursuant to 11 U.S.C. §§ 503(b) and 507(a), and in the

amount of $307,248.41 that shall be be allowed as a general unsecured claim;

3. Summit Technology Group, LLC shall have an allowed claim in the amount of

$80,000.00 in the bankruptcy case of PBE Corporation, Case No. 08-46617 as Claim No. 128,

and such claim shall be entitled to priority as an expense of the administration of the Chapter 11

cases pursuant to 11 U.S.C. §§ 503(b) and 507(a) and the balance of the claim shall be

disallowed;

4. Harmer Holdings, LLC shall have an allowed claim in the amount of $45,700.00

in the bankruptcy case of PBE Corporation, Case No. 08-46617 as Claim No. 131, and such

claim shall be entitled to priority as an expense of the administration of the Chapter 11 cases

pursuant to 11 U.S.C. §§ 503(b) and 507(a), and the balance of the claim shall be disallowed;

5. The claims allowed under paragraphs 2 - 4 of this Order shall be allowed upon

entry of this order and neither Summit Technology Group, LLC nor Harmer Holdings, LLC shall

be required to file a new proof of claim or to amend any proof of claim previously filed in these

cases, provided, however, the Trustee may file such proofs of claim or requests for payment

Case 08-46617 Doc 1003 Filed 08/10/10 Entered 08/10/10 11:06:45 Desc Main

Document Page 2 of 3

DOCS-#3274805-v1

consistent with the Settlement Agreement as he deems appropriate for his administrative

convenience;

6. All other claims filed or asserted by Summit Technology Group in the abovereferenced

bankruptcy cases, including Claim No. 129 filed in the case of PBE Corporation in

the amount of $307,284.41, are hereby disallowed in their entirety;

7. All other claims filed or asserted by Harmer Holdings, LLC in the abovereferenced

bankruptcy cases, including Claim No. 141 filed in the case of PBE Corporation,

Case No. 08-46617 in an unknown amount, are hereby disallowed in their entirety;

8. The Trustee and World Wide Licenses, Ltd. shall execute the necessary joint

written instructions to the escrow agent at Wilmington Trust Company to disburse all funds held

in escrow pursuant to the Escrow Agreement dated March 10, 2008 by and between World Wide

Licenses, Ltd. and PBE Consumer Electronics LLC, including any interest accrued thereon, with

50% of such total funds to be paid to World Wide Licenses, Ltd. and 50% of such Escrow Funds

to be paid to the Trustee on behalf of the PCE bankruptcy estate; and

9. This Court shall retain jurisdiction to enforce the terms of the Settlement

Agreement.

Dated: ____________________ _________________________________________

Gregory F. Kishel

United States Bankruptcy Judge