Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 1 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 2 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 3 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 4 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 5 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 6 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 7 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 8 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 9 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 10 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 11 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 12 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 13 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 14 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 15 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 16 of 17

Desc Main

Case 12-27488

Doc 250

Filed 10/24/12 Entered 10/24/12 16:41:24 Document Page 17 of 17

Desc Main

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 1 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 2 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 3 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 4 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 5 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 6 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 7 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 8 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 9 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 10 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 11 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 12 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 13 of 14

Desc Exhibit

Case 12-27488

Doc 250-1

Filed 10/24/12 Entered 10/24/12 16:41:24 A Page 14 of 14

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 1 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 2 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 3 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 4 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 5 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 6 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 7 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 8 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 9 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 10 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 11 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 12 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 13 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 14 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 15 of 16

Desc Exhibit

Case 12-27488

Doc 250-2

Filed 10/24/12 Entered 10/24/12 16:41:24 B Page 16 of 16

Desc Exhibit

Case 12-27488

Doc 250-3

Filed 10/24/12 Entered 10/24/12 16:41:24 C Page 1 of 4

Desc Exhibit

Case 12-27488

Doc 250-3

Filed 10/24/12 Entered 10/24/12 16:41:24 C Page 2 of 4

Desc Exhibit

Case 12-27488

Doc 250-3

Filed 10/24/12 Entered 10/24/12 16:41:24 C Page 3 of 4

Desc Exhibit

Case 12-27488

Doc 250-3

Filed 10/24/12 Entered 10/24/12 16:41:24 C Page 4 of 4

Desc Exhibit

Case 12-27488

Doc 250-4

Filed 10/24/12 Entered 10/24/12 16:41:24 D Page 1 of 2

Desc Exhibit

Case 12-27488

Doc 250-4

Filed 10/24/12 Entered 10/24/12 16:41:24 D Page 2 of 2

Desc Exhibit

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS Eastern Division ) ) PEREGRINE FINANCIAL GROUP, INC., ) ) ) ) Debtor(s) ) In Re: BK No.: Chapter: 7
Honorable Carol A. Doyle

12-27488

ORDER APPROVING TRUSTEES MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE RETENTION OF GREAT AMERICAN GROUP, LLC AS CONSULTANT AND AUCTIONEER; (B) AUTHORIZING THE PUBLIC AUCTION OF ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES; (C) AUTHORIZING TRUSTEE TO PAY SALE RELATED COSTS FROM SALE PROCEEDS; (D) APPROVING SALE PROCEDURES; (E) APPROVING THE FORM OF NOTICE OF PUBLIC AUCTION AND (F) GRANTING RELATED RELIEF 7. This matter having come before the Court upon the motion (the Motion) of Ira Bodenstein, not personally, but as chapter 7 trustee (Trustee) for the estate of Peregrine Financial Group, Inc. d/b/ a PFG Best (Debtor), pursuant to 11 U.S.C. 327(a), 328(a), 363(b), 363(f) and 1107(a) and Fed. R. Bankr. P. 2002, 2014, 6004 and 6005, for the entry of an order (1) authorizing the Trustee to retain Great American Group, LLC (Great American) as consultant and auctioneer, substantially on the terms set forth in the Consulting and Sale Agreement (the Consulting Agreement) attached to the Motion as Exhibit A; (2) authorizing the Trustee to conduct a public auction (the Auction) of the Assets free and clear of liens, claims and encumbrances (collectively, the Interests), with such Interests, if any, attaching to the proceeds of the Auction (the Sale Proceeds) with the same force and in the same priority as currently exists; (3) authorizing the Trustee to pay, without further order of this Court, all sale related costs, including sale related fees and expenses of Great American, from the Sale Proceeds; (4) approving the proposed Sale Procedures; (5) approving the form of Notice of Public Auction (the Sale Notice); and (6) granting related relief on shortened notice (capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Motion); no party having objected to the relief sought in this Order; notice of the Motion having been found sufficient under the circumstances; and it appearing that the relief requested in the Motion is in the best interests of the Debtor, its estate, its creditors and other parties in interest: IT IS HEREBY FOUND AND DETERMINED THAT: 1. The Motion is granted. 2. The Trustee is authorized to retain Great American Group, LLC (Great American) as his consultant and auctioneer pursuant to the form of the Consulting and Sale Agreement. 3. The Trustee is authorized to conduct the Action, and to transfer all Assets free and clear of all Interests, with such Interests, if any, attaching to the Sale Proceeds with the same force and in the same priority as currently exists. 4. The Trustee is authorized to pay all costs on account of the Action, including any fees and expenses of Great American, from the Sale Proceeds without further order of this Court.
Rev: 20120501_bko

5. The following Sale Procedures are hereby approved: a. The Assets will be sold in such "lots" as Great American may determine, after consultation with the Trustee; b. The Assets may be sold on-site or on the internet through Great American's website, as Great American may determine after consultation with the Trustee. Great Amerrican shall be authorized to charge purchasers buyer's premium of ten percent (10%) for on-site purchasers and thirteen percent (13%) for online purchasers; c. Great American, as the Trustees agent, shall be authorized to accept cash or guaranteed checks, as payment for the Assets sold. Great American shall ensure that all checks and cash deposited in the Sale Proceeds Account (as defined in the Consulting Agreement) no later than one (1) business day after it is received; d. The Assets will be sold to the bidder making the offer that the Trustee deems to be, in his discretion, the highest or best offer; e. The Assets shall be transferred on an "AS IS," "WHERE IS," and "WITH ALL FAULTS" basis. The following shall also be communicated to each buyer: "THE TRUSTEE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO CONDITION OR FITNESS OF USE FOR ANY OF THE ASSETS. THE TRUSTEE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THE ASSETS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;" f. The Assets shall be sold free and clear of Interests with such Interests, if any, attaching to the Sale Proceeds with the same force and in the same priority as currently exists; g. The Trustee may place a reserve price on any Asset, and reserves the right to accept or reject any final bids on any such asset if said bid is not greater than the reserve price set for that Asset; h. If a closing with a successful qualified bidder is not concluded by the close of the business day on the day of the Auction or within such extended period as the Trustee may permit, the Trustee may conclude the contemplated transactions with the next highest or best qualified bidder in accordance with the terms of the next highest or best qualified bidder's bid; i. The Trustee may, at any time prior to the conclusion of the Auction, (a) waive terms and conditions set forth in the Sale Procedures, (b) impose additional terms and conditions with respect to any or all potential bidders, (c) extend the deadlines set forth in the Sale Procedures, and (d) amend the Sale Procedures as he may determine will better promote the goals of the sale process and that are not inconsistent with any Order of the Court; and j. Expenses of the Auction will be ratably allocated between the Receiver and the Trustee as a percentage of the gross proceeds of sale generated. 6. The form of Sale Notice is hereby approved.
Rev: 20120501_bko

7. Notwithstanding Fed. R. Bankr. P. 6004(h), this Order shall be effective and enforceable immediately upon entry. The Court expressly finds that there is no reason for delay in the implementation of this Order. Enter:

Dated: Prepared by: Robert M. Fishman (#3124316) Allen J. Guon (#6244526) Kimberly Bacher (#6285677) Shaw Fishman Glantz & Towbin LLC 321 North Clark Street, Suite 800 Chicago, Il 60654 Phone: (312) 541-0151 Fax: (312) 980-3888

United States Bankruptcy Judge

Rev: 20120501_bko