UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -----------------------------------------------------x In re : : THELEN LLP, : : Debtor.

: ------------------------------------------------------x

Chapter 7 Case No. 09-15631 (ALG)

STIPULATION AND ORDER SETTLING OBJECTION OF MILLENNIUM STORAGE & TRANSFER CORP. AND CENTRAL MOVING & STORAGE CO., INC.S TO TRUSTEES MOTION FOR AN ORDER APPROVING A STIPULATION BETWEEN THE CHAPTER 7 TRUSTEE AND CITIBANK N.A. PROVIDING FOR THE ESTATES LIMITED USE OF CITIBANK N.A.S CASH COLLATERAL WHEREAS, on September 18, 2009, Thelen LLP (the Debtor), the abovecaptioned debtor, filed a voluntary petition for relief under chapter 7 of Title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York administered under bankruptcy Case No. 09-15631 (ALG); and WHEREAS, Yann Geron (the Trustee) was subsequently appointed interim chapter 7 trustee of the Debtors estate, has since qualified and is currently serving as the permanent chapter 7 trustee herein; and WHEREAS, on or about November 18, 2009, the Trustee filed a motion (the Motion), pursuant to 11 U.S.C. 361, 363, 503, 506 and 507(b), seeking approval of a stipulation (the Stipulation) between the Trustee and Citibank N.A. which, among other things, (i) fixes and allows Citibanks claim, with certain limitations, as a lien against many of the assets of this estate, including the Debtors receivables, (ii) allows the Trustee limited use of the proceeds generated from the collection of the Debtors accounts receivables, which are Citibanks cash collateral, in discharging the Trustees duties to liquidate the Debtors assets,

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including collecting receivables, and investigating and prosecuting any claims, and (iii) provides that, to the extent Citibanks cash collateral is used to pay for efforts other than liquidating Citibanks collateral, Citibank will receive a replacement lien and a super-priority claim, to the extent of such cash use in certain circumstances; and WHEREAS, on December 10, 2009, Millennium Storage & Transfer Corp. (Millennium) and Central Moving & Storage Co., Inc. (Central Storage) filed an objection (the Objection) to the Motion; and WHEREAS, as indicated to the Court on the record of the hearing on the Motion, the parties have consensually resolved the Objection to the Motion on the terms set forth herein. NOW THEREFORE, IT IS hereby stipulated and agreed, by and between the parties hereto as follows: 1. The pre-petition claim of Millennium and Central Storage, totaling

$14,997.98, will be reduced by 10% and fixed at $13,498.19 (the Pre-Petition Claim). Payment of the Pre-Petition Claim shall be deferred until five business days after the Trustee files his report of sale relating to the Debtors art collection currently being stored at the warehouse facility (the Property). 2. The post-petition claim of Millennium and Central Storage, for the period

September 18, 2009 through December 31, 2009, is $5,863.17 (the Post-Petition Claim). The Post-Petition Claim shall be paid by the Trustee no later than five business days after the entry of the order approving the Motion. 3. The Trustee shall remain current on all future post-petition obligations to

Millennium and Central Storage until such time that the Trustee removes the Property from the warehouse facility.

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4.

Millennium and Central Storage shall fully cooperate with the Trustee

regarding the removal of the Property from the warehouse facility. 5. Motion. 6. The Bankruptcy Court shall retain jurisdiction over the terms and Millennium and Central Storage hereby withdraw the Objection to the

conditions of this Stipulation. 7. This Stipulation represents the entire agreement between the parties and

may not be altered except by a writing executed by the parties or their respective attorneys. This Stipulation may be signed by the parties in counterpart and facsimile copies with the same force and effect as if fully and simultaneously signed on a single original.

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8.

This Stipulation is subject to Bankruptcy Court approval, and shall not be

enforceable until such approval is obtained. Dated: New York, New York December 16, 2009 Dated: New York, New York December 16, 2009

FOX ROTHSCHILD LLP, Attorneys for Yann Geron, Chapter 7 Trustee

MORITT HOCK HAMROFF & HOROWITZ, LLP, Attorneys for Millennium and Central Storage

By: /s/ Yann Geron Yann Geron Nicole N. Santucci 100 Park Avenue, Suite 1500 New York, New York 10017 (212) 878-7900 NO OBJECTION: Dated: New York, New York December 16, 2009 BLANK ROME LLP, Attorneys for Citibank, N.A. By: /s/ Andrew B. Eckstein Andrew B. Eckstein The Chrysler Building 405 Lexington Avenue New York, New York 10174 (212) 885-5505

By: /s/ Marc L. Hamroff Marc L. Hamroff Lee J. Mendelson 400 Garden City Plaza Garden City, New York 11530 (516) 873-2000

SO ORDERED: Dated: New York, New York December 23, 2009

/s/ Allan L. Gropper Honorable Allan L. Gropper United States Bankruptcy Judge

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