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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - page 2 / 4

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Capitalized terms not otherwise defined herein have the meaning given to them in the Bid

Procedures Order or the Bid Procedures included with this Notice.

2.

In a motion filed with the Bankruptcy Court on October 3, 2008, the

Debtors propose to: (a) sell the Assets to Buyer (or another Successful Bidder) free and clear of

all liens, claims, or encumbrances thereon, with all such interests in the Assets to be transferred,

and attach, to the sale proceeds (except for certain transferred liens and assumed liabilities

specifically described in the Stalking Horse Agreement); and (b) assume and assign certain

executory contracts and unexpired leases of the Debtors to Buyer (or another Successful Bidder).

3.

The

Bankruptcy

Court

has

scheduled

an

auction

of

the

Assets

(the "Auction") for 9:00 a.m. eastern time on October 20, 2008 at the offices of offices of

Richards, Layton & Finger, P.A., One Rodney Square, Wilmington, Delaware 19801. All

interested parties are invited to submit a qualifying bid to purchase the Assets.

4.

A hearing to approve the sale of the Assets to Buyer or a Successful

Bidder other than Buyer is scheduled to be conducted on October 21, 2008 at 824 North Market

Street, 6th Floor, Court Room #3, Wilmington, Delaware 19801, or as soon thereafter as counsel

may be heard.

5.

Except as provided below, objections to the sale of Assets free and clear of

all liens, claims, interests or encumbrances must (a) be in writing, (b) state the basis of such

objection with specificity, (c) conform to the Federal Rules of Bankruptcy Procedure and the

Local Rules of the United States Bankruptcy Court for the District of Delaware, and (d) be

served so as to be actually received by 4:00 p.m. eastern time on October 17, 2008 (the

“Objection Deadline”) by the following parties: (i) Boscov's Dept. Store, LLC, 4500 Perkiomen

Ave.,

Reading,

PA

19606,

Attn:

Michael

J.

Hughes,

Fax:

(610)

370

3840,

Email:

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