Case KG Doc 727 Filed 11/16/15 Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 727 Filed 11/16/15 Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: Case No (KG HAGGEN HOLDINGS, LLC, et al., 1 (Jointly Administered Debtors. Hearing Date: December 16, 2015 at 2:00 p.m. (ET Objection Deadline: November 30, 2015 at 4:00 p.m. (ET DEBTORS MOTION FOR ENTRY OF AN ORDER, PURSUANT TO 11 U.S.C. 105 AND 363 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2002 AND 6004, AUTHORIZING THE SALE OF PAYMENT TERMINAL ASSETS TO SUPERVALU INC. AND GRANTING RELATED RELIEF Haggen Holdings, LLC and its above-captioned affiliated debtors and debtors in possession (each a Debtor, and collectively, the Debtors hereby submit this motion (the Motion, pursuant to sections 105 and 363 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code, for the entry of an order, substantially in the form attached hereto as Exhibit 1 (the Proposed Sale Order, (i authorizing and approving the sale of approximately three-hundred and fifty-four (354 Verifone Model MX915 payment terminal pin pads and associated cable units (the Payment Terminal Assets 2 to SUPERVALU Inc. ( Supervalu, and (ii granting related relief. In further support of the Motion, the Debtors respectfully represent as follows: 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Haggen Holdings, LLC (7558, Haggen Operations Holdings, LLC (6341, Haggen Opco South, LLC (7257, Haggen Opco North, LLC (5028, Haggen Acquisition, LLC (7687, and Haggen, Inc. (4583. The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA Each payment terminal pin pad and its associated cable is also referred to herein as a unit.

2 Case KG Doc 727 Filed 11/16/15 Page 2 of 11 JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and 1334, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012 (the Amended Standing Order. This is a core proceeding pursuant to 28 U.S.C. 157(b. Venue is proper before this Court pursuant to 28 U.S.C and The statutory and legal predicates for the relief sought herein are sections 105 and 363 of the Bankruptcy Code, Rules 2002 and 6004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, and Rules and of the Local Bankruptcy Rules for the United States Bankruptcy Court for the District of Delaware. BACKGROUND 2. On September 8, 2015 (the Petition Date, the Debtors filed voluntary petitions with this Court for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors-in-possession pursuant to sections 1107(a and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these chapter 11 cases. 3. The Debtors chapter 11 cases are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b. 4. On September 21, 2015, the United States Trustee for the District of Delaware (the U.S. Trustee appointed the official committee of unsecured creditors (the Creditors Committee pursuant to section 1102 of the Bankruptcy Code. 5. On October 15, 2015, the Court entered an order authorizing, inter alia, certain procedures for selling or transferring de minimis assets of the Debtors (the De Minimis 2

3 Case KG Doc 727 Filed 11/16/15 Page 3 of 11 Procedures Order [Docket No. 446]. The De Minimis Procedures Order, however, applies only to those assets sold in connection with the Debtors phase two store closing sales. The Payment Terminal Assets are not being sold in connection with a phase two store closing sale, therefore, the Debtors have filed this Motion seeking the Court s approval to sell such assets. 6. The Payment Terminal Assets were purchased by the Debtors as part of their effort to transition the Albertsons and Safeway stores to a Debtor-owned property. Moreover, the Debtors were required to purchase these Payment Terminal Assets in order to remain in compliance with the Payment Card Industry Data Security Standard ( PCI Standard. 7. In light of the Debtors ongoing sale processes, the Debtors do not require the Payment Terminal Assets or use them in their daily business operations. The Payment Terminal Assets represent surplus assets and are stored, unused, in the Debtors IT facility. Accordingly, the Debtors now seek to dispose of the Payment Terminal Assets, in a timely and efficient manner, through a private sale to Supervalu (the Asset Sale, in accordance with a Bill of Sale, a form of which is attached hereto as Exhibit 2 (the Bill of Sale. 8. Thus far, Supervalu is the only party who has demonstrated an interest in purchasing the Payment Terminal Assets. Supervalu has offered to pay $107, for the Payment Terminal Assets, or $ per unit. Because each unit has the Debtors merchant encryption key installed, the units would need to be shipped to Verifone, re-encrypted, and shipped back in order to be usable by another retailer. Supervalu will purchase the units without warranty except for title, and without limiting the foregoing, Supervalu will purchase the units in their current state and bear any expense of re-encryption. 3

4 Case KG Doc 727 Filed 11/16/15 Page 4 of As parties in interest in these chapter 11 cases are already aware, prior to and throughout these chapter 11 cases, Supervalu has provided the Debtors with back office support. This, however, has no bearing on the Asset Sale as set forth below. RELIEF REQUESTED 10. By this Motion, the Debtors respectfully request entry of the Proposed Sale Order, pursuant to sections 105 and 363 of the Bankruptcy Code, authorizing the Debtors to sell the Payment Terminal Assets to Supervalu in accordance with the Bill of Sale, free and clear of all liens, encumbrances and other interests. BASIS FOR RELIEF A. Sufficient Business Justification Exists for Consummation of the Asset Sale Under Bankruptcy Code Sections 105(a and 363(b 11. Pursuant to section 105(a of the Bankruptcy Code, a [c]ourt may issue any order, process or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a. Section 363(b of the Bankruptcy Code provides that a debtor, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate. 11 U.S.C. 363(b. Although section 363(b does not specify a standard for determining when it is appropriate for a court to authorize the use, sale or lease of property of the estate, courts have required that such use, sale or lease be based upon the sound business judgment of the debtor. See, e.g., Myers v. Martin (In re Martin, 91 F.3d 389, 395 (3d Cir (internal citation omitted; Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp., 722 F.2d 1063, (2d Cir. 1983; In re Abbotts Dairies of Pennsylvania, Inc., 788 F.2d 143, (3d Cir (implicitly adopting the sound business judgment test of In re Lionel Corp.; In re Delaware & Hudson Ry. Co., 124 B.R. 169, (D. Del (holding that the Third Circuit adopted the sound business judgment test in Abbotts Dairies; Dai-Ichi 4

5 Case KG Doc 727 Filed 11/16/15 Page 5 of 11 Kangyo Bank, Ltd. v. Montgomery Ward Holding Corp. (In re Montgomery Ward Holding Corp., 242 B.R. 147, 153 (D. Del (same. 12. The demonstration of a valid business justification by the debtor leads to a strong presumption that in making [the] business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company. Official Comm. of Subordinated Bondholders v. Integrated Res., Inc. (In re Integrated Res., Inc., 147 B.R. 650, 656 (S.D.N.Y (quoting Smith v. Van Gorkom, 488 A.2d 858, 872 (Del The Debtors submit that their decision to consummate the Asset Sale represents a reasonable exercise of the Debtors business judgment and, accordingly, such sale should be approved under sections 105(a and 363(b of the Bankruptcy Code. As discussed above, the Debtors do not currently utilize the Payment Terminal Assets in their daily business operations, and do not foresee a need for them going forward. In lieu of expending costs to store and maintain the Payment Terminal Assets, the Debtors seek to generate value to the Debtors estates, in a timely and efficient manner, through the Asset Sale. 14. Moreover, the Debtors have determined that Supervalu s terms are favorable and represent the best offer for the Payment Terminal Assets. As mentioned above, Supervalu has offered to pay $ per unit. Supervalu has also demonstrated a willingness to consummate the Asset Sale quickly in order to relieve the Debtors of their obligation (and the costs necessarily associated therewith to store and maintain the Payment Terminal Assets. Moreover, the Debtors believe that, given the relatively small value of the Payment Terminal Assets, engaging in further marketing efforts or an auction process would be unlikely to result in greater value to the Debtors estates. 5

6 Case KG Doc 727 Filed 11/16/15 Page 6 of For the foregoing reasons, the Debtors submit that ample business justification exists for them to enter into and consummate the Asset Sale. B. The Asset Sale Free and Clear of All Liens, Encumbrances and Other Interests Is Authorized Under Bankruptcy Code Section 363(f 16. Section 363(f of the Bankruptcy Code authorizes a debtor to sell assets free and clear of liens, claims, interests and encumbrances 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 bona fide dispute; or (5 such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest. 11 U.S.C. 363(f. This provision is supplemented by section 105(a of the Bankruptcy Code, which provides that [t]he court may issue any order, process or judgment that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code]. 11 U.S.C. 105(a. 17. Because section 363(f of the Bankruptcy Code is drafted in the disjunctive, satisfaction of any one of its five requirements will suffice to permit the sale of the Payment Terminal Assets free and clear of liens and interests. See Citicorp Homeowners Servs., Inc. v. Elliot (In re Elliot, 94 B.R. 343, 345 (E.D. Pa (noting that because section 363(f is written in the disjunctive, a court may approve a sale free and clear if any one subsection is met; see also Mich. Emp t Sec. Comm n v. Wolverine Radio Co. (In re Wolverine Radio Co., 930 F.2d 1132, 1147 n.24 (6th Cir (same; In re Bygaph, Inc., 56 B.R. 596, 606 n.8 (Bankr. S.D.N.Y (same. Furthermore, a debtor possesses broad authority to sell assets free and clear of liens. See In re Trans World Airlines, Inc., 322 F.3d 283, 289 (3d Cir

7 Case KG Doc 727 Filed 11/16/15 Page 7 of The Debtors believe that one or more of the requirements of section 363(f of the Bankruptcy Code is satisfied with respect to the Asset Sale. In particular, the Debtors believe that to the extent any secured claims exist, such parties holding liens, claims or encumbrances on, or interests in, the Payment Terminal Assets will consent, or absent any objection to this Motion, will be deemed to have consented to, the Asset Sale pursuant to section 363(f(2 of the Bankruptcy Code. Accordingly, section 363(f authorizes the sale of the Payment Terminal Assets free and clear of any such liens, claims, interests, and encumbrances, as proposed herein. C. The Asset Sale Should Be Subject to the Protections of Bankruptcy Code Section 363(m 19. Section 363(m of the Bankruptcy Code provides, in part, that the reversal or modification on appeal of an authorization of a sale pursuant to section 363(b or section 363(c of the Bankruptcy Code 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. See 11 U.S.C. 363(m. 20. In approving the Asset Sale free and clear of liens, claims and encumbrances, the Debtors request that the Court find and hold that Supervalu is entitled to the protections afforded by section 363(m of the Bankruptcy Code. Although Supervalu has provided the Debtors with back office support during the pre- and post-petition periods, Supervalu is not an insider of the Debtors within the meaning of section 101(31 of the Bankruptcy Code, and is not controlled by, or acting on behalf of, any insider of the Debtors. Further, the Debtors have no reason to believe that Supervalu participated in fraud, collusion or any other efforts to take unfair advantage in connection with the Asset Sale. The Debtors have 7

8 Case KG Doc 727 Filed 11/16/15 Page 8 of 11 engaged in arm s-length, good-faith negotiations with Supervalu, and parties in interest will have the opportunity to review and object to this Motion and the Asset Sale. See Esposito v. Title Ins. Co. of Pa. (In re Fernwood Mkts., 73 B.R. 616, 620 (Bankr. E.D. Pa (good faith purchasers are protected under section 363(m where notice is provided to lienholders. 21. Accordingly, the Debtors request the Court to find that the Asset Sale is subject to the protections of Section 363(m. D. A Private Sale of the Payment Terminal Assets is Appropriate under the Circumstances 22. Bankruptcy Rule 6004(f permits a debtor to conduct a private sale pursuant to section 363 of the Bankruptcy Code. In particular, Rule 6004(f provides that [a]ll sales not in the ordinary course of business may be by private sale or by public auction. Fed. R. Bankr. P. 6004(f(1; see In re Bakalis, 220 B.R. 525, 531 (Bankr. E.D.N.Y (stating the debtor has authority to conduct public or private sales of estate property. The standard for approving a private sale is whether a good business reason exists. See, In re Condere Corp., 228 B.R. 615, 629 (Bankr. S.D. Miss (authorizing private sale of debtor s tire company where [d]ebtor has shown a sufficient business justification for the sale of the assets to the [p]urchaser ; see also In re Pritam Realty, Inc., 233 B.R. 619 (D.P.R (upholding the bankruptcy court s approval of a private sale conducted by a chapter 11 debtor 23. Further, courts in this and other districts have approved private sales of estate property pursuant to section 363(b(1 when there has been a valid business reason for not conducting an auction. Buffets Holdings, Inc., No (MFW (Bankr. D. Del. Feb. 3, 2009 (approving the private sale of real property for approximately $2.3 million; In re W.R. Grace & Co., No (JKF (Bankr. D. Del. Dec. 18, 2008 (approving the private sale of real property for approximately $3.8 million; In re Solutia, Inc., No (SCC (Bankr. 8

9 Case KG Doc 727 Filed 11/16/15 Page 9 of 11 S.D.N.Y. Dec. 28, 2006 (approving private sale of real property for approximately $7.1 million. 24. The Debtors submit that a private sale of the Payment Terminal Assets is justified under the circumstances. As more fully described above, Supervalu is willing to purchase the Payment Terminal Assets within a quick timeframe and has provided reasonable and favorable terms pursuant to the Bill of Sale. Furthermore, the Debtors submit that retaining the Payment Terminal Assets for a prolonged period of time is not in the best interest of their estates because, among other things, (i the Debtors will expend unnecessary costs to store and maintain the Payment Terminal Assets in the Debtors IT facility, (ii the Payment Terminal Assets may decrease in value with the passage of time, and (iii the Debtors might incur additional costs in later disposing of the Payment Terminal Assets. 25. Accordingly, the Debtors believe that a private sale of the Payment Terminal Assets, as proposed herein, is appropriate pursuant to Bankruptcy Rule 6004(f. WAIVER OF STAY UNDER BANKRUPTCY RULE 6004(h 26. Pursuant to Bankruptcy Rule 6004(h, [a]n order authorizing the use, sale, or lease of property other than cash collateral is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise. Fed. R. Bankr. P. 6004(h. The Debtors request that any order approving the Asset Sale be effective immediately by providing that the 14-day stay under Bankruptcy Rule 6004(h be waived. 27. The Debtors submit that cause exists to justify a waiver of the 14-day stay under Bankruptcy Rule 6004(h, as promptly closing the Asset Sale is of critical importance to the Debtors in quickly and efficiently maximizing the value of their estates. The Debtors thus 9

10 Case KG Doc 727 Filed 11/16/15 Page 10 of 11 request that the Proposed Sale Order be effective immediately by providing that the 14-day stay be waived. NOTICE 28. Notice of this Motion has been provided to: (i the U.S. Trustee; (ii counsel to the Creditors Committee; (iii counsel to PNC Bank, as agent under the Debtors Credit Facility and DIP Facility; (iv any other parties known to the Debtors to hold or assert a lien, claim or encumbrance on or interest in the Payment Terminal Assets; and (v all parties that, as of the filing of this Motion, have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is necessary. NO PRIOR REQUEST 29. The Debtors have not previously sought the relief requested herein from this or any other Court. Remainder of page intentionally left blank 10

11 Case KG Doc 727 Filed 11/16/15 Page 11 of 11 CONCLUSION WHEREFORE, the Debtors request entry of the Proposed Sale Order, granting the relief requested herein and such other and further relief as is just and proper. Dated: November 16, 2015 Wilmington, Delaware Respectfully submitted, YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Robert F. Poppiti, Jr. Matthew B. Lunn (No Robert F. Poppiti, Jr. (No Rodney Square 1000 North King Street Wilmington, Delaware Telephone: ( Facsimile: ( and- STROOCK & STROOCK & LAVAN LLP Frank A. Merola (admitted pro hac vice Sayan Bhattacharyya (admitted pro hac vice Elizabeth Taveras (admitted pro hac vice 180 Maiden Lane New York, New York Telephone: ( Facsimile: ( Counsel to the Debtors and Debtors-in-Possession 11

12 Case KG Doc Filed 11/16/15 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: Case No (KG HAGGEN HOLDINGS, LLC, et al., 1 (Jointly Administered Debtors. NOTICE OF MOTION Hearing Date: December 16, 2015 at 2:00 p.m. (ET Objection Deadline: November 30, 2015 at 4:00 p.m. (ET TO: (I THE U.S. TRUSTEE; (II COUNSEL TO THE CREDITORS COMMITTEE; (III COUNSEL TO PNC BANK, AS AGENT UNDER THE DEBTORS CREDIT FACILITY AND DIP FACILITY; AND (IV ALL PARTIES THAT, AS OF THE FILING OF THE MOTION, HAVE REQUESTED NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002 PLEASE TAKE NOTICE that Haggen Holdings, LLC and its above-captioned affiliated debtors and debtors in possession (each a Debtor, and collectively, the Debtors have filed the attached Debtors Motion for Entry of an Order, Pursuant to Sections 105 and 363 of the Bankruptcy Code and Bankruptcy Rules 2002 and 6004, Authorizing the Sale of Payment Terminal Assets to Supervalu Inc. and Granting Related Relief (the Motion. PLEASE TAKE FURTHER NOTICE that any objections to the Motion must be filed on or before November 30, 2015 at 4:00 p.m. (ET (the Objection Deadline with the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 N. Market Street, Wilmington, Delaware At the same time, you must serve a copy of any objection upon the undersigned counsel to the Debtors so as to be received on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL BE HELD ON DECEMBER 16, 2015 AT 2:00 P.M. (ET BEFORE THE HONORABLE KEVIN GROSS, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 6 TH FLOOR, COURTROOM NO. 3, WILMINGTON, DELAWARE The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Haggen Holdings, LLC (7558, Haggen Operations Holdings, LLC (6341, Haggen Opco South, LLC (7257, Haggen Opco North, LLC (5028, Haggen Acquisition, LLC (7687, and Haggen, Inc. (4583. The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA

13 Case KG Doc Filed 11/16/15 Page 2 of 2 PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR A HEARING. Dated: November 16, 2015 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Robert F. Poppiti, Jr. Matthew B. Lunn (No Robert F. Poppiti, Jr. (No Rodney Square 1000 North King Street Wilmington, Delaware Telephone: ( Facsimile: ( and- STROOCK & STROOCK & LAVAN LLP Frank A. Merola (admitted pro hac vice Sayan Bhattacharyya (admitted pro hac vice Elizabeth Taveras (admitted pro hac vice 180 Maiden Lane New York, New York Telephone: ( Facsimile: ( Counsel to the Debtors and Debtors-in-Possession 2

14 Case KG Doc Filed 11/16/15 Page 1 of 8 Exhibit 1 Proposed Order

15 Case KG Doc Filed 11/16/15 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: Case No (KG HAGGEN HOLDINGS, LLC, et al., 1 (Jointly Administered Debtors. Ref. Docket No. ORDER, PURSUANT TO 11 U.S.C. 105 AND 363 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2002 AND 6004, AUTHORIZING THE SALE OF PAYMENT TERMINAL ASSETS TO SUPERVALU INC. AND GRANTING RELATED RELIEF Upon consideration of the motion (the Motion 2 of the Debtors for the entry of an order, pursuant to sections 105 and 363 of the Bankruptcy Code, authorizing the sale of the Payment Terminal Assets to Supervalu in accordance with the Bill of Sale, a copy of which is attached to the Motion as Exhibit 2; and upon consideration of the Motion and all pleadings related thereto; and due and proper notice of the Motion having been given; and it appearing that no other or further notice of the Motion is required; and it appearing that the Court has jurisdiction to consider the Motion in accordance with 28 U.S.C. 157 and 1334 and the Amended Standing Order; and it appearing that this is a core proceeding pursuant to 28 U.S.C. 157(b(2; and it appearing that venue of this proceeding and the Motion is proper pursuant to 28 U.S.C and 1409; and it appearing that the relief requested in the Motion and provided for herein is in the best interest of the Debtors, their estates, and their creditors and is an appropriate exercise of the Debtors business judgment; and the Court having found that 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Haggen Holdings, LLC (7558, Haggen Operations Holdings, LLC (6341, Haggen Opco South, LLC (7257, Haggen Opco North, LLC (5028, Haggen Acquisition, LLC (7687, and Haggen, Inc. (4583. The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.

16 Case KG Doc Filed 11/16/15 Page 3 of 8 Supervalu has acted in good faith and that the Asset Sale qualifies for the protections of 363(m of the Bankruptcy Code; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. Any objections to the Motion that have not been withdrawn or settled are hereby overruled with prejudice. 3. Pursuant to sections 105 and 363 of the Bankruptcy Code and Bankruptcy Rules 2002 and 6004, the Debtors are authorized to enter into and consummate the Asset Sale in accordance with the Bill of Sale, and the terms and conditions of the Bill of Sale are incorporated into this Order as if fully set forth herein. 4. Pursuant to section 363(f(2 of the Bankruptcy Code, the Asset Sale is free and clear of all liens, claims, interests and encumbrances, with any such liens, claims, interests or encumbrances attaching to the proceeds of the Asset Sale in the order of priority, with the same validity, force and effect that they now have against the Payment Terminal Assets, subject to any claims and defenses the Debtors may possess with respect thereto. 5. The Debtors are authorized to execute and deliver such other instruments or documents, and take such other action as may be necessary or appropriate, to implement and effectuate the Asset Sale and the relief granted by this Order. 6. This Order shall bind the Debtors, their estates and any successors thereto, including, any subsequently appointed chapter 7 trustee in respect of the Debtors and their estates. 2

17 Case KG Doc Filed 11/16/15 Page 4 of 8 7. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order. Dated: December, 2015 Wilmington, Delaware Kevin Gross United States Bankruptcy Judge 3

18 Case KG Doc Filed 11/16/15 Page 5 of 8 Exhibit 2 Bill of Sale

19 Case KG Doc Filed 11/16/15 Page 6 of 8 BILL OF SALE Haggen ("Seller", whose address is 2211 Rimland Drive, Suite 300, Bellingham, Washington 98226, in consideration of the sum of One Hundred Seven Thousand Two Hundred Sixty-Two and No/100ths Dollars ($107, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, and conveys to SUPERVALU INC. ( Buyer, whose address is Valley View Road, Eden Prairie, Minnesota 55344, and Buyer's heirs, successors, and assigns the personal property described below ( the Property : The 354 Verifone Model MX915 payment terminal pin pads with the serial numbers listed on the schedule attached to this instrument as Exhibit A. Seller, for itself and its heirs, successors, and assigns, hereby represents and warrants to Buyer and Buyer's heirs, successors and assigns all of the following: (a Seller is the lawful owner of the Property; (b Seller has good right to sell the Property, including all required bankruptcy court approvals; (c the Property is free and clear of all mortgages, liens, security interests, pledges, and encumbrances; and (d Seller will warrant and defend the title to the Property against all lawful claims and demands. SELLER CONVEYS THE PROPERTY "AS IS" AND "WHERE IS", WITH ANY AND ALL FAULTS. EXCEPT FOR THE EXPRESS WARRANTIES OF TITLE IN THIS INSTRUMENT, SELLER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AS TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, TYPE, QUANTITY, OR QUALITY. IN WITNESS WHEREOF, Seller has signed this instrument below as of, HAGGEN By: Its: Blake Barnett Chief Financial Officer -1- X:\group\legal\Re-4\JRW\DOCS\Project Wave\Haggen-SVU Bill of Sale (Pin Pads docx 10/30/2015

20 Case KG Doc Filed 11/16/15 Page 7 of 8 STATE OF WASHINGTON SS COUNTY OF WHATCOM ACKNOWLEDGMENT I certify that I know or have satisfactory evidence that Blake Barnett is the person who appeared before me, and said person acknowledged that he signed this instrument, stated on oath that he was authorized to execute this instrument, and, as the Chief Financial Officer of Haggen, acknowledged this instrument to be the free and voluntary act of such party for the uses and purposes mentioned therein. Dated, 2015 Notary Public in and for the State of Washington, residing at. My commission expires: -2- X:\group\legal\Re-4\JRW\DOCS\Project Wave\Haggen-SVU Bill of Sale (Pin Pads docx 10/30/2015

21 Case KG Doc Filed 11/16/15 Page 8 of 8 EXHIBIT A SERIAL NUMBERS OF PIN PADS BEING SOLD See attached list. -3- X:\group\legal\Re-4\JRW\DOCS\Project Wave\Haggen-SVU Bill of Sale (Pin Pads docx 10/30/2015