Case 20-32181-KLP Doc 630 Filed 07/21/20 Entered 07/21/20 ...

IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

In re:

Chapter 11

CHINOS HOLDINGS, INC., et al.1 Case No. 20-32181 (KLP) Debtors.

(Jointly Administered)

PROOF OF PUBLICATION

Attached hereto as Exhibit A is the Proof of Publication for the Notice of Confirmation Hearing for

Proposed Plan of Chinos Holdings, Inc. and Its Affiliated Debtors2 that was published in The New York Times National Edition on July 20, 2020.

Dated: July 20, 2020

/s/ Darleen Sahagun_ ___ Darleen Sahagun Omni Agent Solutions 5955 DeSoto Avenue, Suite 100 Woodland Hills, California 91367 (818) 906-8300 Claims, Noticing, and Administrative Agent for the Debtor

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable,

are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand Holdings, LLC (7625); J. Crew Brand Intermediate, LLC (3860); J. Crew Brand, LLC (1647); J. Crew Brand Corp. (1616); J. Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The Debtors’ corporate headquarters and service address is 225 Liberty St., New York, NY 10281.

2 A copy of the Notice is attached as Exhibit B.

Case 20-32181-KLP Doc 630 Filed 07/21/20 Entered 07/21/20 08:48:20 Desc MainDocument of 14

EXHIBIT A


N B5THE NEW YORK TIMES, MONDAY, JULY 20, 2020

C M Y K Nxxx,2020-07-20,B,005,Bs-BW,E1

VIRUS FALLOUT

About 40 current and former em-ployees of the outdoor equipmentstore REI in Grand Rapids, Mich.,regularly communicate using themessaging app GroupMe. On July6, they received a jarring notefrom a colleague.

“Hey guys just so everybodyknows I tested positive forCovid-19,” the employee wrote. “Iwas told not to tell anybody andthat the store would let everybodyknow what was going on. I as-sumed everybody knew but ap-parently that was not the case. I’mglad the store is now taking it seri-ously and we are closed for awhile. I have no symptoms andam feeling good.”

The sender, according toscreenshots reviewed by TheNew York Times, was immedi-ately bombarded with well wishes— and questions. When? The re-sults came in at 10:30 p.m. on July2, just before a holiday weekendthat included travel with familyfor some employees. Why didn’tstore managers alert employees?“I was told that managementwould let people know what wasgoing on and to not post or sayanything on social media,” the em-ployee wrote.

The Grand Rapids store wasclosed on July 3 to investigate “po-tential” Covid-19 exposure, but ac-cording to voice mail messagesthat managers left for the staff,they said no one had been exposedto the virus and the store re-opened the next day.

“Until the person had sent thatgroup message, I didn’t realizethat so many people didn’t knowand that brought up a lot of is-sues,” said Devin Hilla, a 26-year-old part-time store employee whoresigned on July 12 in part be-cause of how REI handled the inci-dent. Nobody expected the em-ployee to be named, he said, but“saying that an employee testedpositive, they worked on thesedays in the past week — that’s in-formation everyone has a right tobecause it directly affects themand they might have a reason tobe concerned about exposure.”

At that point, the retailer’s pol-icy regarding any employee whotested positive for the virus was toinform anyone who had “closecontact” with them at work —within six feet for more than 15

minutes, as per C.D.C. guidelines— then ask those people to quar-antine during a 14-day paid leave.Some workers felt that was inade-quate, noting that employees areoften within six feet of one anotherin hallways or break rooms, andthat they sometimes pull downtheir cloth masks while working.

An outcry from the Grand Rap-ids workers was soon joined byemployees at REI stores in stateslike Arizona and Texas using so-cial media to say that their storemanagers had not properly in-formed them about colleagueswho had tested positive. Whenleadership from the Grand Rapidsstore eventually acknowledgedthe case in a July 9 email, it said itsdecision-making involved “asmall army of people and depart-ments across the co-op.”

REI, a consumer cooperativethat is based in Kent, Wash., andtraces its roots to 1938, said thatwhile its previous approach tohandling cases among employeewas in compliance with guidelinesfrom the Centers for Disease Con-trol and Prevention, it changed itspolicy on Tuesday “to expresslygive managers the authority tonotify the full team at their store ifthere is a known Covid case,” andwhen that employee was last atwork, Rob Discher, an REIspokesperson, said in an email.That same day, Eric Artz, REI’schief executive, disclosed in acompanywide meeting that therewere 18 active coronavirus casesacross the co-op, which hasroughly 13,000 employees.

“Some employees wantedtransparency above what C.D.C.guidelines and our policies di-rected, so we made that adjust-ment,” Mr. Discher said. He didnot address the allegation that theGrand Rapids employee was toldnot to tell anyone about the pos-itive test.

Retailers across the country arehaving to adjust to the surgingpandemic and its effects on storesand employees, but the criticismof REI is especially notable givenits corporate ethos. REI is a con-sumer cooperative made up ofcustomers who pay $20 for life-time memberships, which theroughly 160-store retailer says al-lows it to “put purpose beforeprofits and act in the long-term in-terests of our members.” It had$3.1 billion in sales last year and

says it invests at least 70 percentof its annual profits in the “out-door community,” through non-profits, employee profit-sharingand dividends for members.

REI closed all of its stores inMarch and, according to an inter-nal memo from Mr. Artz, it re-opened in seven waves, with moststores operating as of July 6. But ithas been forced to cut jobs acrossthe organization as it navigates

the crisis, and a rise in casesacross the country has retailersworried about the possibility ofclosing stores again.

“I would expect this behaviorfrom a lot of companies but REI’sentire thing is they’re a differenttype of company and that the peo-ple and their employees are such apriority,” Mr. Hilla said.

Before the company’s policywas changed, store workers had

created an online petition accus-ing REI of prioritizing sales aboveemployees and demanding stepslike more transparent policiesaround Covid-19 exposure andhazard pay. It has passed 2,700signatures. Workers have alsoshared concerns through Insta-gram and Facebook pages for REIEmployees for Real Change, anadvocacy group that has beenpushing for labor rights for REI’shourly workers for years.

Mr. Discher said that REI’s pre-vious policy was meant “to pre-serve confidential health informa-tion, to limit possible exclusionand judgment around having thevirus.” He added that “this situa-tion and its challenges are incredi-bly fluid.”

The rapid onset of the virus andshifting guidelines from the C.D.C.have forced retailers to figure outnew safety protocols on the fly,from whether employees (andnow customers) should be re-quired to wear masks to decidinghow to notify workers that theymay have been exposed to the vi-

rus. Popular chains like TraderJoe’s and Costco have been criti-cized for their handling of positivecases among workers.

“Ethically, it would be appropri-ate to inform employees thatsomeone tested positive but Idon’t think there is a uniformstandard at this time,” said NicoleHuberfeld, a public health expertand law professor at Boston Uni-versity. “We need to figure it out —we’re always running to stand stillduring this outbreak.”

At the Grand Rapids store,some policies left employees con-fused. For example, Mr. Hilla saidthat he was among a group of em-ployees who went out for drinkswith the sick employee the nightbefore the person was tested.REI’s human resources depart-ment initially told him that did notcount as exposure. Rather, theysaid, exposure was tracked within48 hours of the test results, whichwere available two days later. REIsaid that it had since changed thispolicy to track exposure “48 hoursbefore the test was taken.” (Mr.Hilla said the employee with thepositive test alerted him beforesending the group text.)

At an REI store in Tucson, Ariz.,employees were frightened afterlearning that a colleague who hadCovid-19 had worked in the storewithin a week of being tested.While the timeline fell outsideREI’s procedures on contact trac-ing, its updated policy allowedstore managers to email employ-ees about the case on Tuesday, Mr.Discher said. Employees in Hous-ton also received an email about apositive case in their store onTuesday.

Caleb Lawson, who worked atthe Grand Rapids store before hesaid he felt pressured to resignlast month after expressing con-cerns about safety, was on thegroup chat about the positive caseand created the petition demand-ing changes from REI. (REI didnot comment on Mr. Lawson’s res-ignation.) He remains frustratedby the retailer’s actions.

“The most egregious part wasthat it took so long to acknowledgewhat was happening,” he said.“We’re in the middle of a globalpandemic and it’s a crisis and I re-ally do feel like individuals have amoral and ethical obligation to dowhat is in their power to preventthe spread of this virus.”

After Staff Tumult, REI Changes Process for Infection Notifications

In recent days, REI changed itspolicies regarding positive casesamong employees. Left, SherryJohnson, an employee, bringing anonline order curbside outside theSeattle store in May.

CHONA KASINGER/BLOOMBERG

ELAINE THOMPSON/ASSOCIATED PRESS

By SAPNA MAHESHWARI

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re CHISHOLM OIL AND GASOPERATING, LLC, et al.,

Debtors.1

)))

Chapter 11Case No. 20–11593 (BLS)(Jointly Administered)

NOTICE OF BAR DATES FOR FILING PROOFS OF CLAIMS

YOU ARE RECEIVING THIS NOTICE BECAUSE YOU MAY HAVE A CLAIMAGAINST THE DEBTORS IN THE ABOVE-CAPTIONED CHAPTER 11CASES. THEREFORE, YOU SHOULD READ THIS NOTICE CAREFULLYAND CONSULT AN ATTORNEY IF YOU HAVE ANY QUESTIONS,INCLUDING WHETHER YOU SHOULD FILE A PROOF OF CLAIM.

On June 17, 2020 (the “Petition Date”), Chisholm Oil and GasOperating,LLC and its debtor affiliates,as debtors and debtors in possession(collectively, the“Debtors”), filed voluntary cases under chapter 11 of title11 of the United States Code (the“Bankruptcy Code”) in the United StatesBankruptcy Court for the District of Delaware (the“Bankruptcy Court”).

On July 14, 2020, the Bankruptcy Court, having jurisdiction over thechapter 11 cases of the Debtors, entered an order (the “Bar Date Order”)establishing the following bar dates:

(i) August 25, 2020 at 5:00 p.m. (Prevailing Eastern Time) as thedeadline for each person (as defined in section 101(41) of the BankruptcyCode) and entity (as defined in section 101(15) of the Bankruptcy Code,other than a governmental unit) (collectively, a “Person”) to file a proofof claim (each, a “Proof of Claim”) in respect of a prepetition claim (asdefined in section 101(5) of the Bankruptcy Code) (a “Claim”), includingsecured claims, unsecured priority claims, unsecured non-priority claims,and claims arising under section 503(b)(9) of the Bankruptcy Code (a“503(b)(9) Claim”) against any of the Debtors (the“General Bar Date”),unless otherwise provided in the Bar Date Order;

(ii) December 14, 2020 at 5:00 p.m. (Prevailing Eastern Time) asthe deadline for governmental units (as defined in section 101(27) of theBankruptcy Code) to file a Proof of Claim in respect of a Claim against any ofthe Debtors (the“Governmental Bar Date”);

(iii) the later of (i) the General Bar Date or the GovernmentalBar Date, as applicable, or (ii) 5:00 p.m. (Prevailing Eastern Time)on the date that is 30 days from the date on which the Debtorsprovide notice of a previously unscheduled Claim, an amendmentto the Debtors’ Schedules of Assets and Liabilities (collectively,the “Schedules”) (which, for the avoidance of doubt, shallinclude a change to whether a Claim is listed on the Schedules as“contingent,” “unliquidated,” or “disputed,”), or a supplementto the Schedules is the amended schedules bar date (the “AmendedSchedules Bar Date”);

(iv) the later of (i) the General Bar Date or the GovernmentalBar Date, as applicable, or (ii) 5:00 p.m. (Prevailing Eastern Time)on the date that is 30 days following service of an order approvingrejection of any executory contract or unexpired lease of theDebtors as the deadline by which claimants asserting Claims resultingfrom the Debtors’ rejection of an executory contract or unexpired leasemust file Proofs of Claim for damages arising from such rejection2 (the“Rejection Damages Bar Date”and,together with the General Bar Date,the Governmental Bar Date,and the Amended Schedules Bar Date,the“BarDates”).

If you have any questions relating to this Notice, please feel free tocontact Omni Agent Solutions (“Omni”or the“Noticing Agent”) at 1-866-989-6146 (toll free) or 1-818-646-2298 (international) or by e-mail at:[email protected].

NOTE: The Noticing Agent cannot give legal advice.1. WHO MUST FILE A PROOF OF CLAIM. Except as otherwise set

forth herein, the following Persons holding Claims against the Debtorsarising prior to the Petition Date MUST file Proofs of Claim on or before theapplicable Bar Date:

a. any Person with a Claim against a Debtor that is not listed inthe applicable Schedules, or is listed as “contingent,” “unliquidated,” or“disputed,” if such Person desires to participate in any of these chapter 11cases or share in any distribution in any of these chapter 11 cases;

b. any Person that believes that its Claim is improperly classified inthe Schedules or is listed in an incorrect amount and that desires to haveits Claim allowed in a different classification or amount other than thatidentified in the Schedules;

c. any Person that believes that any Claim as listed in the Schedulesis not an obligation of the specific Debtor against which the Claim is listedand that desires to have its Claim allowed against a Debtor other than theDebtor identified in the Schedules;and

d. any Person that believes that its Claim against a Debtor is or may beentitled to administrative expense priority under section 503(b)(9) of theBankruptcy Code.

2. WHO NEED NOT FILE A PROOF OF CLAIM. The following Persons,with Claims that would otherwise be subject to a Bar Date,need not file anyProofs of Claim:

a. any Person with a Claim that is listed on the Schedules; provided,however,that (i) the Claim is not listed on the Schedules as“disputed,”“con-tingent,” or “unliquidated,” (ii) the Person does not dispute the amount,nature, or priority of the Claim as set forth in the Schedules, and (iii) thePerson does not dispute that the Claim is an obligation of the specific Debtoragainst which the Claim is listed in the Schedules;

b. any Person that has already filed a signed Proof of Claim with Omnior the Clerk of the Court against the respective Debtor(s) with respect to theClaim being asserted, utilizing a claim form that substantially conforms tothe Proof of Claim Form;

c. any Person that holds a Claim that has been allowed by order of theCourt entered on or before the applicable Bar Date;

d. any Person with a Claim that has been paid in full or will be paid infull in accordance with the Bankruptcy Code or an order of the Court;

e. any Person that holds a Claim for which a separate deadline has beenfixed by an order of the Court entered on or before the applicable Bar Date;

f. any Person that holds an administrative expense allowable undersections 503(b) and 507(a)(2) of the Bankruptcy Code other than a 503(b)(9) Claim;

g. any Person that holds an equity interest in the Debtors,which inter-est exclusively is based upon the ownership of common or preferred stock,membership interests, partnership interests, or warrants, options, or rightsto purchase, sell, or subscribe to such a security or interest; provided, how-ever, that if any such holder asserts a Claim (as opposed to an ownershipinterest) against the Debtors (including a Claim relating to an equity inter-est or the purchase or sale of such equity interest),a Proof of Claim must befiled on or before the General Bar Date pursuant to the Procedures set forthherein and in the Bar Date Order;

h. a current employee of the Debtors, if an order of the Court autho-rized the Debtors to honor such Claim in the ordinary course of business forwages,commissions,or benefits;provided,however,that a current employeemust submit a Proof of Claim by the applicable Bar Date for all other Claimsarising before the Petition Date, including Claims for wrongful termination,discrimination,harassment,hostile work environment,or retaliation;

i. any current or former officer,director,or employee for Claims basedon indemnification,contribution,or reimbursement;

j. any Person with a Claim that is solely against any of the Debtors’non-Debtor affiliates;

k. any Debtor or non-Debtor subsidiary or affiliate having a Claimagainst another Debtor;and

l. any Person holding a Claim pursuant to that certain CreditAgreement, dated as of March 21, 2017, by and among Chisholm Oil andGas Operating II, LLC, Chisholm Oil and Gas Operating, LLC, Citibank, N.A.,as administrative agent (the “RBL Agent”), Wilmington Trust, NationalAssociation, as collateral agent, and the lenders party thereto from timeto time, as amended, restated, supplemented or otherwise modified fromtime to time (the “RBL Credit Agreement”) and all documents enteredinto in connection therewith, including Claims with respect to the SecuredHedge Agreements (as defined in the RBL Credit Agreement), Claims withrespect to the Secured Cash Management Agreements (as defined in theRBL Credit Agreement), Claims on account of the Indemnified Liabilities(as defined in the RBL Credit Agreement),plus accrued and unpaid interest,fees, costs and other expenses, including reasonable and documented out-of-pocket attorney’s fees,agent’s fees,other professional fees and disburse-ments and other obligations arising under or in connection with the RBLCredit Agreement, in each case which Claims have been allowed pursuantto any order granting the Debtors authority to use cash collateral in thesechapter 11 cases.

The fact that you have received this notice does not mean thatyou have Claim or that the Debtors or the Court believe that youhave a Claim against the Debtors. You should not file a Proof ofClaim if you do not have a Claim against any of the Debtors.

3. INSTRUCTIONS FOR FILING PROOFS OF CLAIM. Except as other-wise set forth herein, each Person that asserts a Claim against the Debtorsthat arose before the Petition Date MUST file a Proof of Claim.

The following procedures with respect to preparing and filingof Proofs of Claim will apply:

i. Proofs of Claim must substantially conform to either (i) the Proof ofClaim Form annexed hereto or (ii) the Official Bankruptcy Form No.410;

ii. Proofs of Claim must (i) be written in the English language; (ii) bedenominated in lawful currency of the United States as of the Petition Date(using the exchange rate, if applicable, as of the Petition Date), (iii) specifyby name and case number the Debtor against which the Claim is filed,(iv) set forth with specificity the legal and factual basis for the allegedClaim; (v) include supporting documentation for the Claim or an explana-tion as to why such documentation is not available,and (vi) be signed by theclaimant or, if the claimant is not an individual, by an authorized agent ofthe claimant under penalty of perjury;

iii. If a Person asserts a Claim against more than one Debtor or hasClaims against different Debtors, such Person must file a separate Proof ofClaim against each Debtor; provided, however, that any filed Proof of Claimthat identifies Claims against multiple Debtors, or any filed Proof of Claimthat does not identify a Debtor, will be deemed as being submitted onlyagainst Chisholm Oil and Gas Operating,LLC;

iv. Proofs of Claim must be filed (i) electronically through the websiteof the Debtors’ Noticing Agent, Omni, using the interface available on suchwebsite located at www.omniagentsolutions.com/Chisholm under thelink entitled “Submit a Proof of Claim” (the “Electronic Filing System”)or (ii) by delivering the Proof of Claim by hand, mail, or overnight courierso as to actually be received by Omni on or before the applicable Bar Date,as follows: If by overnight courier, hand delivery, or first class mail:Chisholm Oil and Gas Operating, LLC, et al., Claims Processing Center,c/o Omni Agent Solutions, 5955 De Soto Ave., Suite 100,Woodland Hills, CA91367.

v. A Proof of Claim will be deemed timely filed only if it is actuallyreceived by Omni on or before the applicable Bar Date;

vi. A Proof of Claim sent by facsimile, telecopy, or electronic mailtransmission (other than a Proof of Claim filed electronically through theElectronic Filing System) will not be accepted;and

vii. Notwithstanding the foregoing,a party to an executory contract orunexpired lease that has not been rejected by the Debtors as of the date ofentry of the Bar Date Order and that asserts a Claim on account of unpaidamounts accrued and outstanding as of the Petition Date pursuant to suchexecutory contract or unexpired lease (other than a rejection damagesClaim) must file a Proof of Claim for such amounts on or before the appli-cable Bar Date,unless an exception identified in the Bar Date Order applies.

4. CONSEQUENCES OF FAILURE TO TIMELY FILE A PROOF OFCLAIM BY APPLICABLE BAR DATE. Pursuant to the Bar Date Orderand Bankruptcy Rule 3003(c)(2), any holder of a Claim that isrequired to timely file a Proof of Claim on or before the applicableBar Date as provided herein,but fails to do so:

(i) will not be treated as a creditor with respect to such Claimfor the purposes of voting on a chapter 11 plan and distribution inthese chapter 11 cases on account of such Claim;and

(ii) will forever be barred, estopped, and enjoined from assert-ing such Claim against each of the Debtors and their property(or filing a Proof of Claim with respect thereto), and each of theDebtors and their respective chapter 11 estates, successors, andproperty will be forever discharged from any and all indebtednessor liability with respect to or arising from such Claim.

5. DEBTORS’SCHEDULES,ACCESS THERETO,AND CONSEQUENCESOF AMENDMENT THEREOF. You may be listed as the holder of a Claimagainst the Debtors in the Schedules. To determine if and how you arelisted in the Schedules, please refer to the descriptions set forth on theenclosed Proof of Claim Form regarding the nature, amount, and status ofyour Claim(s). If you received postpetition payments from the Debtors (asauthorized by the Court) on account of your Claim, the enclosed Proof ofClaim Form will reflect the net amount of your Claims. If the Debtors believethat you hold Claims against more than one Debtor, you will receive mul-tiple Proof of Claim Forms,each of which will reflect the nature and amountof your Claim against each Debtor,as listed in the Schedules.

As set forth above, if you agree with the nature, amount, and status ofyour Claim as listed in the Schedules and if your Claim is not listed in theSchedules as“disputed,”“contingent,”or“unliquidated,”you need not file aProof of Claim. Otherwise,you must do so before the applicable Bar Date inaccordance with the procedures set forth in this Notice.

Copies of the Schedules may be reviewed by interested parties onthe Court’s electronic docket for the Debtors’ chapter 11 cases, which isposted (i) on the website established by Omni for the Debtors’ cases atwww.omniagentsolutions.com/Chisholm and (ii) on the Court’s websiteat https://www.deb.uscourts.gov/. (A login and password to the Court’sPublic Access to Electronic Court Records (“PACER”) are required to accessthe information on the Court’s website and can be obtained through thePACER Service Center at www.pacer.psc.uscourts.gov). Copies of theSchedules also may be obtained by written request to the Noticing Agent,Omni,through the contact information set forth above.

In the event that the Debtors amend or supplement their Schedules sub-sequent to date of entry of the Bar Date Order,the Debtors will give notice ofany amendment or supplement to the holders of Claims affected by suchamendment or supplement within ten days after filing such amendment orsupplement, and such holders must file a Proof of Claim by the AmendedSchedules Bar Date,or be forever barred from so doing,and such deadlinewill be contained in any notice of such amendment or supplement of the

Schedules provided to the holders of Claims affected thereby.6. RESERVATION OF RIGHTS. Nothing contained in this Notice is

intended to or should be construed as a waiver of the Debtors’ right or therights of the Official Committee of Unsecured Creditors (the“Committee”)to: (a) dispute, or assert offsets or defenses against, any filed Claim or anyClaim listed or reflected in the Schedules as to the nature, amount, liability,or classification thereof;(b) subsequently designate any scheduled Claim asdisputed, contingent, or unliquidated; and (c) otherwise amend or supple-ment the Schedules.

A holder of a possible Claim against the Debtors should con-sult an attorney if such holder has any questions regarding thisNotice, including whether the holder should file a Proof of Claim.

7. M&M Claims Resolution Protocol. Persons holding Claimsagainst the Debtors arising prior to the Petition Date from landlord’s, ven-dors’, suppliers’, carriers’, warehousemen’s, repairmen’s, construction con-tractors’, workers’and mechanics’ liens, and other similar liens (collectively,“Prepetition M&M Liens”) are subject to the following M&M ClaimsResolution Protocol:

a. The M&M Claims Resolution Protocol shall apply to all (i) PrepetitionM&M Liens filed against the Debtors under applicable non-bankruptcylaw and (ii) proofs of claim filed against the Debtors on account of anyPrepetition M&M Liens in accordance with the Bar Date Order (collectively,the“M&M Lien Claims”). Each holder of an M&M Lien Claim is referred toherein as an“M&M Lien Claimant.”

b. The Debtors, the RBL Agent, and the Committee may dispute theamount,priority,and/or validity of any M&M Lien Claim subject to the M&MClaims Resolution Protocol.

c. The Debtors will work expeditiously to resolve the M&M Lien Claimsand will endeavor to do so in the order in which M&M Lien Claims have beenasserted or filed,while also taking into account the amount of such assertedor filed claims and prioritizing accordingly.

d. Following entry of the Bar Date Order, the Debtors shall serve eachM&M Lien Claimant with a copy of the Order approving the M&M ClaimsResolution Protocol and the Bar Date Notice, which describes the M&MClaims Resolution Protocol.

e. Following entry of the Bar Date Order, the Debtors shall begin theprocess of implementing the M&M Claims Resolution Protocol by servingeach M&M Lien Claimant that has filed an M&M Lien Claim with a notice(the“Dispute Notice”) containing a proposed allowed amount and priorityof such M&M Lien Claim (the “Proposed Resolution”). The Debtors shallserve each Dispute Notice as soon as reasonably practicable after each M&MLien Claim is filed and after the Debtors have had a reasonable opportunityto review such claim and develop a Proposed Resolution. The ProposedResolutions shall be determined in consultation with the RBL Agent. Inaddition, any Proposed Resolution that proposes granting an M&M LienClaimant an Allowed M&M Lien Claim (i) in the amount of $100,000 ormore,and (ii) with priority over the liens granted pursuant to the RBL CreditAgreement and all documents entered into in connection therewith, shallrequire (y) the prior consent of the RBL Agent, which consent shall not beunreasonably withheld and (z) prior notice to the Committee, which willhave 3 business days following receipt of such notice to object or seek relieffrom the Court with respect to the Proposed Resolution.

f. Within seven days after service of the Dispute Notice, the M&MLien Claimant shall serve the Debtors and the RBL Agent with a responsethat either (i) accepts the Proposed Resolution or (ii) rejects the ProposedResolution and proposes a counteroffer (the “Response”). The Responseshall be served on: (i) the Debtors, c/o Chisholm Oil and Gas Operating, LLC,1WestThird Street,Suite 1700,Tulsa,OK 74103 and (ii) via email to proposedcounsel to the Debtors, (A) Weil, Gotshal & Manges LLP, Attn:Matthew Barr,Esq.([email protected]),Kelly DiBlasi,Esq.([email protected]),and Lauren Tauro, Esq. ([email protected]) and (B) Young ConawayStargatt & Taylor, LLP, Attn: M. Blake Cleary, Esq. ([email protected]) andJaime L. Chapman, Esq. ([email protected]); (iii) via email to counsel tothe RBL Agent, (A) Linklaters LLP, Attn: Margot B. Schonholtz, Esq. ([email protected]) and Penelope J. Jensen, Esq. ([email protected]) and (B) Morris, Nichols, Arsht & Tunnell LLP, Attn:Derek C. Abbott, Esq. ([email protected]); and (iv) via email to proposedcounsel to the Committee (A) Paul Hastings LLP, Attn: James T. Grogan([email protected]) and Irena Goldstein ([email protected]) and (B) Blank Rome LLP,Attn:Regina S.Kelbon ([email protected]) and Stanley B.Tarr ([email protected]).

g. If an M&M Lien Claimant accepts the Proposed Resolution or theDebtors,after consultation with the RBL Agent,accept the counterproposalcontained in the Response, the parties shall work in good faith to memori-alize and file a stipulation with the Court under certification of counsel. Tothe extent a Response proposes granting an M&M Lien Claimant an AllowedM&M Lien Claim (i) in the amount of $100,000 or more and (ii) with priorityover the liens granted pursuant to the RBL Credit Agreement and all docu-ments entered into in connection therewith, the Debtors shall not acceptsuch counterproposal unless the RBL Agent consents, which consent shallnot be unreasonably withheld,and the Debtors have provided notice to theCommittee,which will have 3 business days following receipt of such noticeto object or seek relief from the Court with respect to such counterproposal.

h. If an M&M Lien Claimant does not respond to a Dispute Notice orthe Debtors reject the counterproposal contained in the Response, theDebtors and the RBL Agent may file (i) an objection seeking to reduce,reclassify, and/or expunge the applicable M&M Lien Claim or (ii) a motionon shortened notice seeking authority to estimate the M&M Lien Claim,and all applicable Bankruptcy Rules and Local Rules shall apply, includingBankruptcy Rules 3007 and 9019.

i. For the avoidance of doubt and notwithstanding anything hereinto the contrary, the M&M Claims Resolution Protocol does not apply to anypayment to be made, or that has been made, by the Debtors pursuant theinterim order [Document No.61] and final order [Docket No.160] entered bythe Court authorizing the Debtors to pay or honor amounts owed to interestowners and for joint interest billings and other operating expenses, whichare subject to the Lien Cap.M. Blake Cleary (No. 3614) ([email protected]), Jaime Luton Chapman(No. 4936) ([email protected]), S. Alexander Faris (No. 6278) ([email protected]), YOUNG CONAWAY STARGATT & TAYLOR, LLP, Rodney Square,1000 North King Street, Wilmington, Delaware 19801, Telephone: (302)571-6600, Facsimile: (302) 571-1253 -and- Matthew S. Barr, Kelly DiBlasi,Lauren Tauro, WEIL, GOTSHAL & MANGES LLP, 767 Fifth Avenue, New York,New York 10153-0119, Telephone: 212-310-8000, Facsimile: 212-310-8007, PROPOSED ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION1 The Debtors in these chapter 11 cases, along with the last four digits ofeach Debtor’s federal tax identification number,as applicable,are ChisholmOil and Gas Operating II, LLC (8730); Chisholm Oil and Gas Operating, LLC(5382); Cottonmouth SWD, LLC (9849); Chisholm Oil and Gas Nominee, Inc.(1558); and Chisholm Oil and Gas Management II, LLC (8174). The Debtors’mailing address is 1WestThird Street,Suite 1700,Tulsa,OK 74103.2 Notwithstanding the foregoing, a party to an executory contract orunexpired lease that asserts a Claim on account of unpaid amounts accruedand outstanding as of the Petition Date pursuant to such executory contractor unexpired lease (other than a rejection damages Claim) must file a Proofof Claim for such amounts on or before the applicable Bar Date, unless anexception identified in the Bar Date Order applies.

UNITED STATES BANKRUPTCY COURTEASTERN DISTRICT OF VIRGINIA, RICHMOND DIVISION

In reCHINOS HOLDINGS, INC., et al.,

Debtors.

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Chapter 11Case No. 20–32181 (KLP)(Jointly Administered)

NOTICE OF CONFIRMATION HEARING FOR PROPOSED PLANOF CHINOS HOLDINGS, INC. AND ITS AFFILIATED DEBTORS

PLEASE TAKE NOTICE THAT on June 26, 2020, the BankruptcyCourt entered an order [Docket No. 559] (the “Solicitation Order”):(i) approving the Disclosure Statement for Joint Prearranged Chapter11 Plan of Reorganization of Chinos Holdings, Inc. and Its AffiliatedDebtors (with Technical Changes) [Docket No. 541] (as may be amended,modified, or supplemented, the “Disclosure Statement”) as containing“adequate information” pursuant to section 1125 of the BankruptcyCode; (ii) establishing the Voting Deadline and other dates; (iii) approvingprocedures for filing objections to the Proposed Plan; and (iv) schedulinga hearing to consider confirmation of the Joint Prearranged Chapter 11 Planof Reorganization of Chinos Holdings, Inc. and Its Affiliated Debtors (withTechnical Changes) [Docket No. 540] (as may be amended, modified, orsupplemented the “Proposed Plan”). Capitalized terms used herein nototherwise defined have the meanings given to them in the Proposed Plan.

PLEASE TAKE FURTHER NOTICE that, pursuant to the SolicitationOrder,the Bankruptcy Court approved the following dates and deadlines:

Event DateVoting Record Date July 15,2020Cure Notice Filing Date No later than July 31,2020Rule 3018 Motion Filing Deadline August 6,2020 at 4:00 p.m.(E.T.)Plan Supplement Filing Deadline August 9,2020 at 11:59 p.m.(E.T.)Cure Objection Deadline and 3018Motion Objection Deadline

August 13,2020 at 4:00 p.m.(E.T.)

Voting Deadline and Release OptOut Deadline

August 17,2020 at 4:00 p.m.(E.T.)

Plan Objection Deadline August 17,2020 at 4:00 p.m.(E.T.)August Omnibus Hearing toConsider Any 3018 Motions andCure Objections

August 20,2020 at 11:00 a.m.(E.T.)

Deadline to File Confirmation Brief August 21,2020Deadline to File (a) Replies to PlanObjections,(b) Declarations inSupport of Confirmation,and (c)Voting Certification

August 24,2020 at 12:00 p.m.(E.T.)

Confirmation Hearing August 25,2020 at 10:00 a.m.(E.T.)

PLEASE TAKE FURTHER NOTICE that (i) a hearing to consider confir-mation of the Proposed Plan (the “Confirmation Hearing”) will be heldbefore the Honorable Keith L. Phillips, United States Bankruptcy Judge, byremote video conference, on August 25, 2020 at 10:00 a.m. (EasternTime), and (ii) the deadline for filing objections to the confirmation ofthe Proposed Plan is August 17, 2020 at 4:00 p.m. (Eastern Time)(the“Objection Deadline”). Parties may participate in the ConfirmationHearing by registering through the following link: https://www.zoomgov.com/meeting/register/vJIsdu2oqT0tE6G34NxS3kaZ7hu1N9v8v-A.

Parties who wish to attend the Confirmation Hearing on a listen-onlybasis may do so by using one of the following dial-in numbers: Toll-FreeNumber:(888) 363-4735,Access Code: 8617460,Security Code: 0825; Toll-Free Number:(888) 636-3807,Access Code: 8233381,Security Code: 0825.

PLEASE TAKE FURTHER NOTICE that in accordance with theSolicitation Order, only certain parties in interest are receiving copies ofthe Disclosure Statement and the Proposed Plan. Any party in interestwishing to obtain a copy of the Disclosure Statement and the ProposedPlan should contact Omni, the Debtors’ claims and solicitation agent, bytelephone, Toll Free at (866) 991-8218 (Domestic) or (818) 924-2298(International); or in writing at Chinos Holdings, Inc. Ballot Processing, c/oOmni Agent Solutions, 5955 De Soto Ave., Suite 100, Woodland Hills, CA91367; or by email at [email protected] with a reference to“Chinos Holdings” in the subject line. Interested parties may also reviewthe Disclosure Statement and the Proposed Plan free of charge at www.omniagentsolutions.com/chinos.In addition,the Disclosure Statement andProposed Plan are on file with the Bankruptcy Court and may be reviewedby accessing the Bankruptcy Court’s website:www.vaeb.uscourts.gov. Notethat a PACER password and login are needed to access documents on theBankruptcy Court’s website. A PACER password can be obtained at: www.pacer.psc.uscourts.gov. Copies of the Disclosure Statement and ProposedPlan may also be examined by interested parties during normal businesshours at the office of the Clerk of the Bankruptcy Court.

PLEASE TAKE FURTHER NOTICE THAT ANY CREDITOR THAT FAILS TOOPT OUT OF THE THIRD-PARTY RELEASES SET FORTH IN SECTION 10.7(c) OFTHE PROPOSED PLAN BY AUGUST 17,2020 AT 4:00 P.M.(EASTERN TIME)USINGTHE BALLOT OR OPT OUT ELECTION FORM,SHALL BE DEEMEDTO HAVEGRANTED SUCHTHIRD-PARTY RELEASES.

PLEASE TAKE FURTHER NOTICE that, if a holder of a Claim wishes tochallenge the allowance or disallowance of a Claim for voting purposes,such person or entity must file a motion, pursuant to Bankruptcy Rule3018(a), for an order temporarily allowing its Claim in a different amountor classification for purposes of voting to accept or reject the ProposedPlan (a“Rule 3018 Motion”) no later than 4:00 p.m.(Eastern Time) onAugust 6, 2020 and serve the Rule 3018 Motion in accordance with theOrder Establishing Certain Notice, Case Management and AdministrativeProcedures [Docket No.109]. The Debtors,or any other party in interest,shallhave until no later than 4:00 p.m.(Eastern Time) on August 13,2020 tofile and serve any responses to any such Rule 3018 Motion.

PLEASE TAKE FURTHER NOTICE that the deadline to vote on theProposed Plan is August 17, 2020 at 4:00 p.m. (Eastern Time) (the“Voting Deadline”).The Debtors’solicitation agent,Omni Agent Solutions(the“Solicitation Agent”or“Voting Agent”),must receive your Ballot bytheVoting Deadline,otherwise your vote may not be counted.

PLEASE TAKE FURTHER NOTICE that holders of Claims in Class 4 (TermLoan Secured Claims),Class 5 (IPCo Notes Claims),Class 6-A (Ongoing TradeClaims),and Class 6-B (Other General Unsecured Claims),as of July 15,2020(the“Voting Record Date”) are entitled to vote. If you hold such a Claim,you will receive a solicitation package (the“Solicitation Package”) whichshall include copies of (i) the Proposed Plan and the Disclosure Statement(in each case, in electronic format or in paper copy); (ii) the SolicitationOrder; (iii) this Notice, (iv) an appropriate Ballot; (v) a pre-addressedstamped return envelope; and (vi) such other materials as the BankruptcyCourt directs. Please review the Ballot and the attached instructions forhow to vote on the Proposed Plan. Failure to follow the voting instructionsmay disqualify your vote.

ARTICLE X OF THE PROPOSED PLAN CONTAINS RELEASE,EXCULPATION AND INJUNCTION PROVISIONS. THUS, YOU AREADVISED TO REVIEW AND CONSIDER THE PROPOSED PLANCAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTEDTHEREUNDER. FOR YOUR CONVENIENCE, SUCH PROVISIONS ARE SETFORTH ON EXHIBIT 1 HERETO. BELOW IS A SUMMARY OF THE THIRD-PARTY RELEASE PROVISIONS. FOR THE AVOIDANCE OF DOUBT, TOTHE EXTENT ANY PROVISION OF THIS NOTICE CONFLICTS WITH THETERMS OF THE PROPOSED PLAN,THE TERMS OF THE PROPOSED PLANWILL CONTROL.

SUMMARY OF RELEASE PROVISIONS: PURSUANT TO THEPROPOSED PLAN, CERTAIN PARTIES ARE RELEASING THE RELEASEDPARTIES, WHICH INCLUDE CERTAIN THIRD PARTIES, FROM CERTAIN

CLAIMS AND CAUSES OF ACTION.AS SET FORTH IN THE PROPOSED PLAN, SUCH RELEASING

PARTIES INCLUDE OTHER RELEASED PARTIES; THE HOLDERS OFIMPAIRED CLAIMS WHO VOTED TO ACCEPT THE PLAN; THE HOLD-ERS OF IMPAIRED CLAIMS WHO ABSTAINED FROM VOTING ON THEPLAN OR VOTED TO REJECT THE PLAN BUT DID NOT OPT-OUT OFTHESE RELEASES ON THEIR BALLOTS; THE HOLDERS OF UNIMPAIREDCLAIMS AND INTERESTS IN CLASSES 1, 2, 3, 7, AND 9 THAT ARE PRE-SUMED TO ACCEPT THE PLAN BUT DO NOT TIMELY OPT-OUT OF THERELEASES BY COMPLETING A WRITTEN OPT-OUT FORM; THE HOLD-ERS OF IMPAIRED CLAIMS AND INTERESTS IN CLASSES 8, 10-A, AND10-B, THAT ARE DEEMED TO REJECT THE PLAN BUT DO NOT TIMELYOPT-OUT OF THE RELEASES BY COMPLETING A WRITTEN OPT-OUTFORM;AND RELATED PARTIES OF THE FOREGOING.

ACCORDINGLY, IF THE PROPOSED PLAN IS APPROVED AND YOU DONOT OPT-OUT, YOU WILL BE DEEMED TO GRANT THE THIRD-PARTYRELEASES PROVIDED FOR IN THE PROPOSED PLAN EVEN IF YOU (A)DO NOT VOTE IN FAVOR OF THE PROPOSED PLAN AND (B) OBJECT TOTHE PROPOSED PLAN.

PLEASE TAKE FURTHER NOTICE that any objection to confirmationof the Proposed Plan must be filed with the Bankruptcy Court by no laterthan the Objection Deadline.

PLEASE TAKE FURTHER NOTICE THAT IF AN OBJECTION TO CON-FIRMATION OF THE PROPOSED PLAN IS NOT FILED STRICTLY ASPRESCRIBED HEREIN, THE OBJECTING PARTY MAY BE BARRED FROMOBJECTING TO CONFIRMATION OF THE PROPOSED PLAN AND MAYNOT BE HEARD AT THE CONFIRMATION HEARING.

PLEASE TAKE FURTHER NOTICE that the Confirmation Hearingmay be adjourned from time to time without further notice to parties ininterest other than by an announcement in the Bankruptcy Court of suchadjournment on the date scheduled for the Confirmation Hearing or asindicated in any notice of agenda of matters scheduled for hearing filedby the Debtors with the Bankruptcy Court. The Debtors may modify theProposed Plan,if necessary,before,during,or as a result of the ConfirmationHearing without further notice.Dated: July 17,2020, Richmond,Virginia BY ORDER OF THE COURT

HUNTON ANDREWS KURTH LLP, Tyler P. Brown (VSB No. 28072), HenryP. (Toby) Long, III (VSB No. 75134), Nathan Kramer (VSB No. 87720),Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond, Virginia23219,Telephone: (804) 788-8200, Facsimile: (804) 788-8218 -and-WEIL, GOTSHAL & MANGES LLP, Ray C. Schrock, P.C. (admitted pro hac vice),Ryan Preston Dahl (admitted pro hac vice), Candace M. Arthur (admittedpro hac vice), Daniel Gwen (admitted pro hac vice), 767 Fifth Avenue, NewYork, New York 10153,Telephone: (212) 310-8000, Facsimile: (212) 310-8007, Attorneys for Debtors and Debtors in Possession

EXHIBIT 1 Certain Plan Provisions1.56. Exculpated Parties means, collectively and, in each case, in

their capacities as such, (i) the Debtors, (ii) the Reorganized Debtors, (iii)the Creditors’ Committee, (iv) the Consenting Support Parties, (v) the ABLAgent and the ABL Lenders, (vi) the Term Agent and the Term Lenders, (vi)the Indenture Trustees and the IPCo Noteholders,(vii) the Backstop Parties,(viii) the DIP Lenders, (ix) the DIP Agent, (x) the New Term Lenders, (xi) theNew Term Agent, (xii) the Sponsors, and (xiii) the Related Parties for eachof the foregoing.

1.117. Released Parties means each of, and solely in their capacityas such, (a) the Debtors and the Reorganized Debtors, (b) the ABL Agentand ABL Lenders, (c) the Term Agent and Term Lenders, (d) the IndentureTrustees and IPCo Noteholders, (e) the Consenting Support Parties, (f) theSponsors, (g) the DIP Agent and DIP Lenders, (h) the Exit ABL Agent andExit ABL Lenders, (i) the New Term Agent and New Term Lenders, (j) theBackstop Parties, and (k) the Related Parties for each of the foregoing;provided that a holder of a Claim or Interest that objects to or opts-out ofthe releases set forth in Section 10.7(b) of the Plan shall not be a“ReleasedParty.”

10.6. Injunction(a) Uponentry of the ConfirmationOrder, all holders of Claims and

Interests and other parties in interest, along with their respectivepresent or former employees, agents, officers, directors, principals,and affiliates, shall be enjoined from taking any actions to interferewiththe implementationorconsummationof thePlan.

(b) Except as expressly provided in the Plan, the ConfirmationOrder, or another order of the Bankruptcy Court or agreed to by theDebtors and aholder of a Claimor Interest, all Entitieswhohaveheld,hold, or may hold Claims or Interests (whether or not proof of suchclaims or interests has been filed and whether or not such Entitiesvoted for or against the Plan or abstained from voting on the Planor are presumed to have accepted or deemed to have rejected thePlan) and other parties in interest, along with their respective pres-ent or former employees, agents, officers, directors, principals, andaffiliates are permanently enjoined, on and after the Effective Date,solely with respect to the Claims, Interests, and Causes of Action thatare extinguished, discharged, or released pursuant to the Plan, from(i) commencing, conducting, or continuing in anymanner, directly orindirectly, any suit, action, or otherproceedingof anykind (including,any proceeding in a judicial, arbitral, administrative or other forum)against or affecting the Released Parties or the property of any ofthe Released Parties, (ii) enforcing, levying, attaching (including anyprejudgment attachment), collecting, or otherwise recovering byany manner or means, whether directly or indirectly, any judgment,award, decree, or order against the Released Parties or the propertyof any of the Released Parties, (iii) creating, perfecting, or otherwiseenforcing in any manner, directly or indirectly, any encumbrance ofany kind against the Released Parties or the property of any of theReleased Parties, (iv) asserting any right of setoff, directly or indi-rectly,againstanyobligationduetheReleasedPartiesor thepropertyof any of the Released Parties, except as contemplated by the Plan,and (v) acting in anymanner that does not conform to or complywiththeprovisionsof thePlanor theConfirmationOrder.

(c) By accepting distributions under the Plan, each holder of anAllowed Claim extinguished, discharged, or released pursuant to thePlan shall bedeemed tohaveaffirmatively and specifically consentedto be bound by the Plan, including the injunctions set forth in thisSection10.6.

(d) The injunctions in this Section 10.6 shall extend to any succes-sors of the Debtors and the Reorganized Debtors and their respectivepropertyand interests inproperty.

10.7. Releases(a) Releases by Debtors. As of the Effective Date, for good and

valuable consideration, on and after the Effective Date, the ReleasedParties shall be deemed to be conclusively, absolutely, uncondition-ally, irrevocably, and forever released and discharged by the Debtors,their Estates, the Reorganized Debtors, and any Entity seeking toexercise the rights of the foregoing, including any successors to theDebtors or any estate representatives appointed or selected pursu-ant to section 1123(b)(3) of the Bankruptcy Code, from any and allclaims, obligations, rights, suits, judgments, damages, demands,debts, rights, Causes of Action, remedies, losses, and liabilitieswhatsoever, including any derivative claims, asserted or assertableon behalf of the Debtors, their Estates, or the Reorganized Debtors,whether known or unknown, foreseen or unforeseen, liquidated orunliquidated, matured or unmatured, contingent or fixed, existingor hereinafter arising, in law, equity or otherwise, that the Debtors,their Estates, the Reorganized Debtors, or their affiliates would have

been legally entitled to assert in their own right (whether individu-ally or collectively) or on behalf of the holder of any Claim or Interestor other Entity, based on or relating to, or in anymanner arising from,in whole or in part, the Debtors, their Estates, the formation, opera-tion, and conduct of theDebtors’businesses, theChapter 11Cases, theacquisition, purchase, sale, or rescission of the purchase or sale of anydebt or security of the Debtors or the Reorganized Debtors (includingthe New Equity Allocation and the NewWarrants), the subjectmatterof, or the transactions or events giving rise to, any Claim or Interest,the business or contractual arrangements between the Debtors andany Released Party, the Debtors’ restructuring, the restructuring ofany Claim or Interest before or during the Chapter 11 Cases (includingthe restructuring of the IPCo Notes Claims notwithstanding the IPCoIntercreditor Agreement), the DIP Order, the Disclosure Statement,theTransactionSupportAgreement, theNewTermLoan, theBackstopCommitment, the Backstop Commitment Letter, the Plan, the PlanSupplement and other related agreements, instruments, and docu-ments related to the foregoing (including the Definitive Documents),and thenegotiation, formulation, or preparation thereof, the solicita-tionofvotesonthePlan,oranyotheractoromission, inall casesbasedupon any act or omission, transaction, agreement, event, or otheroccurrence taking place on or before the Effective Date, including allClaimsandCausesofActionunder chapter 5of theBankruptcy Codeorany other Avoidance Actions under the Bankruptcy Code or applicablefederal or state law, including any preference or fraudulent transferClaims or Causes of Action; provided that nothing in this release shallbe construed to release any post-Effective Date obligations of anyEntity under the Plan, the Transaction Support Agreement, or anydocument, instrument, or agreement (including those set forth in thePlanSupplement)executedto implementthePlan.

(b) Consensual Releases by Holders of Claims and Interests.As of the Effective Date, for good and valuable consideration, on andafter the Effective Date, each of the Released Parties shall be deemedto be conclusively, absolutely, unconditionally, irrevocably, and for-ever releasedanddischargedby:i. theotherReleasedParties;ii. theholdersof ImpairedClaimswhovotedtoaccept thePlan;iii. the holders of Impaired Claims who abstained from voting

on the Plan or voted to reject the Plan but did not opt-out of thesereleasesontheirballots;iv. the holders of Unimpaired Claims and Interests in Classes 1, 2,

3, 7, and9 that arepresumed toaccept thePlanbutdonot timelyopt-outof thereleasesbycompletingawrittenopt-out form;and

v. the holders of Impaired Claims and Interests in Classes 8, 10-A,and10-B, thataredeemedto reject thePlanbutdonot timelyopt-outof thereleasesbycompletingawrittenopt-out form;

andwith respect to any Entity in the foregoing clauses (i) through(iv), (a) such Entity’s predecessors, successors, and assigns, and (b) allEntities entitled to assert Claims through or on behalf of such Entitieswith respect to the matters to which these releases apply, in eachcase, from any and all claims, obligations, rights, suits, damages,Causes of Action, remedies, and liabilities whatsoever, includingany derivative claims, asserted or assertable on behalf of a Debtor,whether known or unknown, foreseen or unforeseen, liquidated orunliquidated,matured or unmatured, contingent or fixed, existing orhereinafterarising, in law,equityorotherwise, thatsuchEntitywouldhavebeen legallyentitled toassert in itsownright (whether individu-ally or collectively) based on or relating to, or in any manner arisingfrom, inwholeor inpart, theDebtorsandtheir Estates, the formation,operation, and conduct of the Debtors’ businesses, the Chapter 11Cases, the acquisition, purchase, sale, or rescission of the purchase orsale of any debt or security of theDebtors or the ReorganizedDebtors(including the New Equity Allocation and New Warrants), the sub-ject matter of, or the transactions or events giving rise to, any Claimor Interest, the business or contractual arrangements between theDebtors andanyReleasedParty, theDebtors’restructuring (includingthe restructuring of the IPCo Notes Claims notwithstanding the IPCoIntercreditor Agreement), the restructuring of any Claim or Interestbefore or during the Chapter 11 Cases, the DIP Order, the DisclosureStatement, the Transaction Support Agreement, the NewTerm Loan,the Backstop Commitment, the Backstop Commitment Letter, thePlan, the Plan Supplement, and related agreements, instruments,and other documents (including the Definitive Documents), and thenegotiation, formulation, or preparation thereof, the solicitationof votes on the Plan, or any other act or omission, in all cases basedupon any transaction, agreement, event, or other occurrence tak-ing place on or before the Effective Date, including all Claims andCauses of Action under chapter 5 of the Bankruptcy Code or any otherAvoidance Actions under the Bankruptcy Code or applicable federalor state law, including any preference or fraudulent transfer Claimsor Causes of Action; provided that nothing in this release shall beconstrued to release any post-Effective Date obligations of any Entityunder the Plan, the Transaction Support Agreement, or any docu-ment, instrument, or agreement (including those set forth in thePlanSupplement)executedto implementthePlan.

(c) Entryof theConfirmationOrder shall constitute theBankruptcyCourt’s approval, pursuant to Bankruptcy Rule 9019, of thecompromisesmemorialized in the releases set forth herein, and shallconstitute the Bankruptcy Court’s finding that the releases set forthin the Plan are: (a) consensual; (b) essential to the confirmation ofthe Plan; (c) given in exchange for good and valuable considerationprovided by the Released Parties, including the Released Parties’contributions to facilitating the restructuring and implementingthe Plan; (d) a good faith settlement and compromise of the claimsreleased; (e) in the best interests of the Debtors and their Estates;(f) fair, equitable, and reasonable; and (g) given andmade after duenoticeandopportunity forhearing.

10.8. ExculpationNotwithstanding anything herein to the contrary, and to the

maximum extent permitted by applicable law, no Exculpated Partywill have or incur, and each Exculpated Party is hereby released andexculpated from, any claim, obligation, suit, judgment, damage,demand, debt, right, cause of action, remedy, loss, and liability forany claim in connection with or arising out of the administration oftheChapter11Cases, the formulation,preparation,andpursuit of theDisclosure Statement, theTransaction Support Agreement, the trans-actions relating to the Debtors’ restructuring, the Plan (including thePlan Supplement), the solicitation of votes for, or confirmation of,the Plan, the funding or consummation of the Plan, the DefinitiveDocuments, or any related agreements, instruments, or other docu-ments, the offer, issuance, and distribution of any securities issuedor to be issued pursuant to the Plan, whether or not such distributionoccurs following the Effective Date, the occurrence of the EffectiveDate, negotiations regarding or concerning any of the foregoing, ortheadministrationof thePlanor property tobedistributedunder thePlan, except for actions determined to constitute gross negligence,willful misconduct, or intentional fraud as determined by a FinalOrder by a court of competent jurisdiction. This exculpation shall bein addition to, and not in limitation of, all other releases, indemni-ties, exculpationsandanyother applicable lawor rulesprotecting theExculpatedParties fromliability.


EXHIBIT B


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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

------------------------------------------------------------ x : In re : Chapter 11 : CHINOS HOLDINGS, INC., et al., : Case No. 20–32181 (KLP) : Debtors.1 : (Jointly Administered) : ------------------------------------------------------------ x

NOTICE OF CONFIRMATION HEARING FOR PROPOSED PLAN OF

CHINOS HOLDINGS, INC. AND ITS AFFILIATED DEBTORS

PLEASE TAKE NOTICE THAT on June 26, 2020, the Bankruptcy Court entered an order [Docket No. 559] (the “Solicitation Order”): (i) approving the Disclosure Statement for Joint Prearranged Chapter 11 Plan of Reorganization of Chinos Holdings, Inc. and Its Affiliated Debtors (with Technical Changes) [Docket No. 541] (as may be amended, modified, or supplemented, the “Disclosure Statement”) as containing “adequate information” pursuant to section 1125 of the Bankruptcy Code; (ii) establishing the Voting Deadline and other dates; (iii) approving procedures for filing objections to the Proposed Plan; and (iv) scheduling a hearing to consider confirmation of the Joint Prearranged Chapter 11 Plan of Reorganization of Chinos Holdings, Inc. and Its Affiliated Debtors (with Technical Changes) [Docket No. 540] (as may be amended, modified, or supplemented the “Proposed Plan”).

PLEASE TAKE FURTHER NOTICE that, pursuant to the Solicitation Order, the

Bankruptcy Court approved the following dates and deadlines:

Event Date2 Voting Record Date July 15, 2020

Cure Notice Filing Date No later than July 31, 2020

Rule 3018 Motion Filing Deadline August 6, 2020 at 4:00 p.m.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, as applicable, are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand Holdings, LLC (7625); J. Crew Brand Intermediate, LLC (3860); J. Crew Brand, LLC (1647); J. Crew Brand Corp. (1616); J. Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The Debtors’ corporate headquarters and service address is 225 Liberty St., New York, NY 10281.

2 Unless otherwise stated, all times referenced in this notice are to Eastern Time.


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Plan Supplement Filing Deadline August 9, 2020 at 11:59 p.m.

Cure Objection Deadline and 3018 Motion Objection Deadline August 13, 2020 at 4:00 p.m.

Voting Deadline and Release Opt Out Deadline August 17, 2020 at 4:00 p.m.

Plan Objection Deadline August 17, 2020 at 4:00 p.m.

August Omnibus Hearing to Consider Any 3018 Motions and Cure Objections August 20, 2020 at 11:00 a.m.

Deadline to File Confirmation Brief August 21, 2020

Deadline to File (a) Replies to Plan Objections, (b) Declarations in Support of Confirmation, and (c) Voting Certification August 24, 2020 at 12:00 p.m.

Confirmation Hearing August 25, 2020 at 10:00 a.m.

PLEASE TAKE FURTHER NOTICE that (i) a hearing to consider confirmation of

the Proposed Plan (the “Confirmation Hearing”) will be held before the Honorable Keith L. Phillips, United States Bankruptcy Judge, by remote video conference, on August 25, 2020 at 10:00 a.m. (Eastern Time), and (ii) the deadline for filing objections to the confirmation of the Proposed Plan is August 17, 2020 at 4:00 p.m. (Eastern Time) (the “Objection Deadline”). Parties may participate in the Confirmation Hearing by registering through the following link: https://www.zoomgov.com/meeting/register/vJIsdu2oqT0tE6G34NxS3kaZ7hu1N9v8v-A Parties who wish to attend the Confirmation Hearing on a listen-only basis may do so by using one of the following dial-in numbers: Toll-Free Number: (888) 363-4735 Access Code: 8617460 Security Code: 0825

Toll-Free Number: (888) 636-3807 Access Code: 8233381 Security Code: 0825

PLEASE TAKE FURTHER NOTICE that in accordance with the Solicitation

Order, only certain parties in interest are receiving copies of the Disclosure Statement and the Proposed Plan. Any party in interest wishing to obtain a copy of the Disclosure Statement and the Proposed Plan should contact Omni, the Debtors’ claims and solicitation agent, by telephone, Toll Free at (866) 991-8218 (Domestic) or (818) 924-2298 (International); or in writing at Chinos Holdings, Inc. Ballot Processing, c/o Omni Agent Solutions, 5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367; or by email at [email protected] with a reference to “Chinos Holdings” in the subject line. Interested parties may also review the Disclosure Statement and the Proposed Plan free of charge at www.omniagentsolutions.com/chinos. In addition, the Disclosure Statement and Proposed Plan are on file with the Bankruptcy Court and may be reviewed by accessing the Bankruptcy Court’s website: www.vaeb.uscourts.gov. Note that a PACER password and login are needed to access documents on the Bankruptcy Court’s website. A PACER password can be obtained at: www.pacer.psc.uscourts.gov. Copies of the Disclosure Statement and Proposed Plan may also be examined by interested parties during normal business hours at the office of the Clerk of the Bankruptcy Court.


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PLEASE TAKE FURTHER NOTICE THAT ANY CREDITOR THAT FAILS TO

OPT OUT OF THE THIRD-PARTY RELEASES SET FORTH IN SECTION 10.7(c) OF THE PROPOSED PLAN BY AUGUST 17, 2020 AT 4:00 P.M. (EASTERN TIME) USING THE BALLOT OR OPT OUT ELECTION FORM, SHALL BE DEEMED TO HAVE GRANTED SUCH THIRD-PARTY RELEASES.

PLEASE TAKE FURTHER NOTICE that, if a holder of a Claim wishes to

challenge the allowance or disallowance of a Claim for voting purposes, such person or entity must file a motion, pursuant to Bankruptcy Rule 3018(a), for an order temporarily allowing its Claim in a different amount or classification for purposes of voting to accept or reject the Proposed Plan (a “Rule 3018 Motion”) no later than 4:00 p.m. (Eastern Time) on August 6, 2020 and serve the Rule 3018 Motion in accordance with the Order Establishing Certain Notice, Case Management and Administrative Procedures [Docket No. 109]. The Debtors, or any other party in interest, shall have until no later than 4:00 p.m. (Eastern Time) on August 13, 2020 to file and serve any responses to any such Rule 3018 Motion.

PLEASE TAKE FURTHER NOTICE that the deadline to vote on the Proposed Plan

is August 17, 2020 at 4:00 p.m. (Eastern Time) (the “Voting Deadline”). The Debtors’ solicitation agent, Omni Agent Solutions (the “Solicitation Agent” or “Voting Agent”), must receive your Ballot by the Voting Deadline, otherwise your vote may not be counted.

PLEASE TAKE FURTHER NOTICE that holders of Claims in Class 4 (Term Loan

Secured Claims), Class 5 (IPCo Notes Claims), Class 6-A (Ongoing Trade Claims), and Class 6-B (Other General Unsecured Claims), as of July 15, 2020 (the “Voting Record Date”) are entitled to vote. If you hold such a Claim, you will receive a solicitation package (the “Solicitation Package”) which shall include copies of (i) the Proposed Plan and the Disclosure Statement (in each case, in electronic format or in paper copy); (ii) the Solicitation Order; (iii) this Notice, (iv) an appropriate Ballot; (v) a pre-addressed stamped return envelope; and (vi) such other materials as the Bankruptcy Court directs. Please review the Ballot and the attached instructions for how to vote on the Proposed Plan. Failure to follow the voting instructions may disqualify your vote.

ARTICLE X OF THE PROPOSED PLAN CONTAINS RELEASE, EXCULPATION AND INJUNCTION PROVISIONS. THUS, YOU ARE ADVISED TO REVIEW AND CONSIDER THE PROPOSED PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTED THEREUNDER. FOR YOUR CONVENIENCE, SUCH PROVISIONS ARE SET FORTH ON EXHIBIT 1 HERETO. BELOW IS A SUMMARY OF THE THIRD-PARTY RELEASE PROVISIONS. FOR THE AVOIDANCE OF DOUBT, TO THE EXTENT ANY PROVISION OF THIS NOTICE CONFLICTS WITH THE TERMS OF THE PROPOSED PLAN, THE TERMS OF THE PROPOSED PLAN WILL CONTROL. SUMMARY OF RELEASE PROVISIONS:

PURSUANT TO THE PROPOSED PLAN, CERTAIN PARTIES ARE RELEASING THE RELEASED PARTIES, WHICH INCLUDE CERTAIN THIRD PARTIES, FROM CERTAIN CLAIMS AND CAUSES OF ACTION.


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AS SET FORTH IN THE PROPOSED PLAN, SUCH RELEASING PARTIES INCLUDE OTHER RELEASED PARTIES; THE HOLDERS OF IMPAIRED CLAIMS WHO VOTED TO ACCEPT THE PLAN; THE HOLDERS OF IMPAIRED CLAIMS WHO ABSTAINED FROM VOTING ON THE PLAN OR VOTED TO REJECT THE PLAN BUT DID NOT OPT-OUT OF THESE RELEASES ON THEIR BALLOTS; THE HOLDERS OF UNIMPAIRED CLAIMS AND INTERESTS IN CLASSES 1, 2, 3, 7, AND 9 THAT ARE PRESUMED TO ACCEPT THE PLAN BUT DO NOT TIMELY OPT-OUT OF THE RELEASES BY COMPLETING A WRITTEN OPT-OUT FORM; THE HOLDERS OF IMPAIRED CLAIMS AND INTERESTS IN CLASSES 8, 10-A, AND 10-B, THAT ARE DEEMED TO REJECT THE PLAN BUT DO NOT TIMELY OPT-OUT OF THE RELEASES BY COMPLETING A WRITTEN OPT-OUT FORM; AND RELATED PARTIES OF THE FOREGOING.

ACCORDINGLY, IF THE PROPOSED PLAN IS APPROVED AND YOU DO NOT OPT-OUT, YOU WILL BE DEEMED TO GRANT THE THIRD-PARTY RELEASES PROVIDED FOR IN THE PROPOSED PLAN EVEN IF YOU (A) DO NOT VOTE IN FAVOR OF THE PROPOSED PLAN AND (B) OBJECT TO THE PROPOSED PLAN.

PLEASE TAKE FURTHER NOTICE that any objection to confirmation of the Proposed Plan must be filed with the Bankruptcy Court by no later than the Objection Deadline.

PLEASE TAKE FURTHER NOTICE THAT IF AN OBJECTION TO

CONFIRMATION OF THE PROPOSED PLAN IS NOT FILED STRICTLY AS PRESCRIBED HEREIN, THE OBJECTING PARTY MAY BE BARRED FROM OBJECTING TO CONFIRMATION OF THE PROPOSED PLAN AND MAY NOT BE HEARD AT THE CONFIRMATION HEARING.

PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing may be

adjourned from time to time without further notice to parties in interest other than by an announcement in the Bankruptcy Court of such adjournment on the date scheduled for the Confirmation Hearing or as indicated in any notice of agenda of matters scheduled for hearing filed by the Debtors with the Bankruptcy Court. The Debtors may modify the Proposed Plan, if necessary, before, during, or as a result of the Confirmation Hearing without further notice.


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Dated: July 17, 2020 BY ORDER OF THE COURT Richmond, Virginia

/s/ Henry P. (Toby) Long HUNTON ANDREWS KURTH LLP Tyler P. Brown (VSB No. 28072) Henry P. (Toby) Long, III (VSB No. 75134) Nathan Kramer (VSB No. 87720) Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 -and- WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. (admitted pro hac vice) Ryan Preston Dahl (admitted pro hac vice) Candace M. Arthur (admitted pro hac vice) Daniel Gwen (admitted pro hac vice) 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007

Attorneys for Debtors and Debtors in Possession


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EXHIBIT 1

Certain Plan Provisions 1.56. Exculpated Parties means, collectively and, in each case, in their capacities as such, (i) the Debtors, (ii) the Reorganized Debtors, (iii) the Creditors’ Committee, (iv) the Consenting Support Parties, (v) the ABL Agent and the ABL Lenders, (vi) the Term Agent and the Term Lenders, (vi) the Indenture Trustees and the IPCo Noteholders, (vii) the Backstop Parties, (viii) the DIP Lenders, (ix) the DIP Agent, (x) the New Term Lenders, (xi) the New Term Agent, (xii) the Sponsors, and (xiii) the Related Parties for each of the foregoing. 1.117. Released Parties means each of, and solely in their capacity as such, (a) the Debtors and the Reorganized Debtors, (b) the ABL Agent and ABL Lenders, (c) the Term Agent and Term Lenders, (d) the Indenture Trustees and IPCo Noteholders, (e) the Consenting Support Parties, (f) the Sponsors, (g) the DIP Agent and DIP Lenders, (h) the Exit ABL Agent and Exit ABL Lenders, (i) the New Term Agent and New Term Lenders, (j) the Backstop Parties, and (k) the Related Parties for each of the foregoing; provided that a holder of a Claim or Interest that objects to or opts-out of the releases set forth in Section 10.7(b) of the Plan shall not be a “Released Party.”

10.6. Injunction

(a) Upon entry of the Confirmation Order, all holders of Claims and Interests and other parties in interest, along with their respective present or former employees, agents, officers, directors, principals, and affiliates, shall be enjoined from taking any actions to interfere with the implementation or consummation of the Plan.

(b) Except as expressly provided in the Plan, the Confirmation Order, or another order of the Bankruptcy Court or agreed to by the Debtors and a holder of a Claim or Interest, all Entities who have held, hold, or may hold Claims or Interests (whether or not proof of such claims or interests has been filed and whether or not such Entities voted for or against the Plan or abstained from voting on the Plan or are presumed to have accepted or deemed to have rejected the Plan) and other parties in interest, along with their respective present or former employees, agents, officers, directors, principals, and affiliates are permanently enjoined, on and after the Effective Date, solely with respect to the Claims, Interests, and Causes of Action that are extinguished, discharged, or released pursuant to the Plan, from (i) commencing, conducting, or continuing in any manner, directly or indirectly, any suit, action, or other proceeding of any kind (including, any proceeding in a judicial, arbitral, administrative or other forum) against or affecting the Released Parties or the property of any of the Released Parties, (ii) enforcing, levying, attaching (including any prejudgment attachment), collecting, or otherwise recovering by any manner or means, whether directly or indirectly, any judgment, award, decree, or order against the Released Parties or the property of any of the Released Parties, (iii) creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any encumbrance of any kind against the Released Parties or the property of any of the Released Parties, (iv) asserting any right of setoff, directly or indirectly, against any obligation due the Released Parties or the property of any of the Released Parties, except as contemplated by the


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Plan, and (v) acting in any manner that does not conform to or comply with the provisions of the Plan or the Confirmation Order.

(c) By accepting distributions under the Plan, each holder of an Allowed Claim extinguished, discharged, or released pursuant to the Plan shall be deemed to have affirmatively and specifically consented to be bound by the Plan, including the injunctions set forth in this Section 10.6.

(d) The injunctions in this Section 10.6 shall extend to any successors of the Debtors and the Reorganized Debtors and their respective property and interests in property.

10.7. Releases

(a) Releases by Debtors

As of the Effective Date, for good and valuable consideration, on and after the Effective Date, the Released Parties shall be deemed to be conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtors, their Estates, the Reorganized Debtors, and any Entity seeking to exercise the rights of the foregoing, including any successors to the Debtors or any estate representatives appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, from any and all claims, obligations, rights, suits, judgments, damages, demands, debts, rights, Causes of Action, remedies, losses, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors, their Estates, or the Reorganized Debtors, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, matured or unmatured, contingent or fixed, existing or hereinafter arising, in law, equity or otherwise, that the Debtors, their Estates, the Reorganized Debtors, or their affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, their Estates, the formation, operation, and conduct of the Debtors’ businesses, the Chapter 11 Cases, the acquisition, purchase, sale, or rescission of the purchase or sale of any debt or security of the Debtors or the Reorganized Debtors (including the New Equity Allocation and the New Warrants), the subject matter of, or the transactions or events giving rise to, any Claim or Interest, the business or contractual arrangements between the Debtors and any Released Party, the Debtors’ restructuring, the restructuring of any Claim or Interest before or during the Chapter 11 Cases (including the restructuring of the IPCo Notes Claims notwithstanding the IPCo Intercreditor Agreement), the DIP Order, the Disclosure Statement, the Transaction Support Agreement, the New Term Loan, the Backstop Commitment, the Backstop Commitment Letter, the Plan, the Plan Supplement and other related agreements, instruments, and documents related to the foregoing (including the Definitive Documents), and the negotiation, formulation, or preparation thereof, the solicitation of votes on the Plan, or any other act or omission, in all cases based upon any act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, including all Claims and Causes of Action under chapter 5 of the Bankruptcy Code or any other Avoidance Actions under the Bankruptcy Code or applicable federal or state law, including any preference or fraudulent transfer Claims or Causes of Action; provided that nothing in this release shall be construed to release any post-Effective Date obligations of any Entity under the Plan, the Transaction Support Agreement, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

(b) Consensual Releases by Holders of Claims and Interests

As of the Effective Date, for good and valuable consideration, on and after the Effective Date, each of the Released Parties shall be deemed to be conclusively, absolutely,


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unconditionally, irrevocably, and forever released and discharged by:

i. the other Released Parties;

ii. the holders of Impaired Claims who voted to accept the Plan;

iii. the holders of Impaired Claims who abstained from voting on the Plan or voted to reject the Plan but did not opt-out of these releases on their ballots;

iv. the holders of Unimpaired Claims and Interests in Classes 1, 2, 3, 7, and 9 that are presumed to accept the Plan but do not timely opt-out of the releases by completing a written opt-out form; and

v. the holders of Impaired Claims and Interests in Classes 8, 10-A, and 10-B, that are deemed to reject the Plan but do not timely opt-out of the releases by completing a written opt-out form;

and with respect to any Entity in the foregoing clauses (i) through (iv), (a) such Entity’s predecessors, successors, and assigns, and (b) all Entities entitled to assert Claims through or on behalf of such Entities with respect to the matters to which these releases apply, in each case, from any and all claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, matured or unmatured, contingent or fixed, existing or hereinafter arising, in law, equity or otherwise, that such Entity would have been legally entitled to assert in its own right (whether individually or collectively) based on or relating to, or in any manner arising from, in whole or in part, the Debtors and their Estates, the formation, operation, and conduct of the Debtors’ businesses, the Chapter 11 Cases, the acquisition, purchase, sale, or rescission of the purchase or sale of any debt or security of the Debtors or the Reorganized Debtors (including the New Equity Allocation and New Warrants), the subject matter of, or the transactions or events giving rise to, any Claim or Interest, the business or contractual arrangements between the Debtors and any Released Party, the Debtors’ restructuring (including the restructuring of the IPCo Notes Claims notwithstanding the IPCo Intercreditor Agreement), the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the DIP Order, the Disclosure Statement, the Transaction Support Agreement, the New Term Loan, the Backstop Commitment, the Backstop Commitment Letter, the Plan, the Plan Supplement, and related agreements, instruments, and other documents (including the Definitive Documents), and the negotiation, formulation, or preparation thereof, the solicitation of votes on the Plan, or any other act or omission, in all cases based upon any transaction, agreement, event, or other occurrence taking place on or before the Effective Date, including all Claims and Causes of Action under chapter 5 of the Bankruptcy Code or any other Avoidance Actions under the Bankruptcy Code or applicable federal or state law, including any preference or fraudulent transfer Claims or Causes of Action; provided that nothing in this release shall be construed to release any post-Effective Date obligations of any Entity under the Plan, the Transaction Support Agreement, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

(c) Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the compromises memorialized in the releases set forth herein, and shall constitute the Bankruptcy Court’s finding that the releases set forth in the Plan are: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for good and valuable consideration provided by the Released Parties, including the Released Parties’ contributions to facilitating the restructuring and implementing the Plan; (d) a good faith settlement and compromise of the claims released; (e) in the best interests of the Debtors and their Estates;


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(f) fair, equitable, and reasonable; and (g) given and made after due notice and opportunity for hearing.

10.8. Exculpation

Notwithstanding anything herein to the contrary, and to the maximum extent permitted by applicable law, no Exculpated Party will have or incur, and each Exculpated Party is hereby released and exculpated from, any claim, obligation, suit, judgment, damage, demand, debt, right, cause of action, remedy, loss, and liability for any claim in connection with or arising out of the administration of the Chapter 11 Cases, the formulation, preparation, and pursuit of the Disclosure Statement, the Transaction Support Agreement, the transactions relating to the Debtors’ restructuring, the Plan (including the Plan Supplement), the solicitation of votes for, or confirmation of, the Plan, the funding or consummation of the Plan, the Definitive Documents, or any related agreements, instruments, or other documents, the offer, issuance, and distribution of any securities issued or to be issued pursuant to the Plan, whether or not such distribution occurs following the Effective Date, the occurrence of the Effective Date, negotiations regarding or concerning any of the foregoing, or the administration of the Plan or property to be distributed under the Plan, except for actions determined to constitute gross negligence, willful misconduct, or intentional fraud as determined by a Final Order by a court of competent jurisdiction. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations and any other applicable law or rules protecting the Exculpated Parties from liability.


Case 20-32181-KLP Doc 630 Filed 07/21/20 Entered 07/21/20 ...

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Transcript of Case 20-32181-KLP Doc 630 Filed 07/21/20 Entered 07/21/20 ...