8-K

PIER 1 IMPORTS, INC.

Date: September 4, 2020

/s/ Robert J. Riesbeck

Robert J. Riesbeck

Chief Executive Officer and Chief Financial Officer

0001193125-20-240089.txt : 20200904 0001193125-20-240089.hdr.sgml : 20200904 20200904161557 ACCESSION NUMBER: 0001193125-20-240089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20200831 ITEM INFORMATION: Bankruptcy or Receivership ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200904 DATE AS OF CHANGE: 20200904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIER 1 IMPORTS INC/DE CENTRAL INDEX KEY: 0000278130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 751729843 STATE OF INCORPORATION: DE FISCAL YEAR END: 0229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07832 FILM NUMBER: 201162030 BUSINESS ADDRESS: STREET 1: 685 JOHN B SIAS MEMORIAL PARKWAY STREET 2: SUITE 255 CITY: FORT WORTH STATE: TX ZIP: 76134 BUSINESS PHONE: 8172526000 MAIL ADDRESS: STREET 1: 685 JOHN B SIAS MEMORIAL PARKWAY STREET 2: SUITE 255 CITY: FORT WORTH STATE: TX ZIP: 76134 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 INC DATE OF NAME CHANGE: 19860921 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 IMPORTS INC/GA DATE OF NAME CHANGE: 19840729 FORMER COMPANY: FORMER CONFORMED NAME: NEWCORP INC DATE OF NAME CHANGE: 19800423 8-K 1 d17855d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 4, 2020 (August 31, 2020)

PIER 1 IMPORTS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

001-07832

75-1729843

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

685 JOHN B SIAS MEMORIAL
PARKWAY, SUITE 255

FORT WORTH, TEXAS

76134

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (817) 252-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

PIRRQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On February 18, 2020, the New York Stock Exchange (“NYSE”) notified Pier 1 Imports, Inc. that it would apply to the Securities and Exchange Commission (the “SEC”) to delist the common stock of Pier 1 Imports, Inc. upon completion of all applicable procedures. A Form 25 was filed with the SEC by the NYSE on March 3, 2020 and the delisting of the common stock became effective 10 days later. The deregistration of the common stock under section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) became effective on June 1, 2020.

Item 1.03. Bankruptcy or Receivership.

Pier 1 Imports, Inc. (the “Company”) announced on February 18, 2020, that, among other things, the Company and its subsidiaries (together, the “Debtors”) each filed a voluntary petition in the U.S. Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) requesting relief under Chapter 11 of Title 11 of the United States Bankruptcy Code (collectively, the “Chapter 11 Proceedings”). The Chapter 11 Proceedings are being jointly administered under the caption and case number: In re Pier 1 Imports, Inc., et al., Case No. 20-30805 (KRH). On June 23, 2020 the Company filed with the Bankruptcy Court the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and Its Debtor Affiliates. On July 30, 2020 the Bankruptcy Court held a confirmation hearing.

Confirmation of Plan

On July 30, 2020, following the confirmation hearing held on that date, the Bankruptcy Court entered the Order Confirming the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and its Debtor Affiliates (as it may be amended, supplemented or otherwise modified the “Confirmation Order”). The Confirmation Order confirmed the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and Its Debtor Affiliates (as it may be amended, supplemented or otherwise modified, the “Confirmed Plan”). Copies of the Confirmed Plan and Confirmation Order are filed as Exhibits 2.1 and 99.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference into this Item 1.03. Capitalized terms used in this Current Report on Form 8-K and not otherwise defined will have the meanings given to them in the Confirmation Order and Confirmed Plan.

Summary of Confirmed Plan

The Confirmed Plan provides that on the Effective Date of the Confirmed Plan a Plan Administrator selected by the Term Lenders and consented to by the Company will be appointed and empowered to implement the Confirmed Plan, collect and distribute the proceeds from the liquidation of the Debtors and administer the wind-down of the Wind-Down Debtors in accordance with the Confirmed Plan, in the same fiduciary capacity as applicable to a board of managers, directors and officers. Subject to the provisions of the Confirmed Plan, the Plan Administrator will have all the rights, powers, and duties necessary to carry out his responsibilities under the Confirmed Plan in accordance with the Confirmation Order. Among other things, the Plan Administrator’s responsibilities include: (i) liquidating, receiving, holding, investing, supervising, and protecting the assets of the Wind-Down Debtors; (ii) taking all steps to execute all instruments and documents necessary to effectuate the distributions to be made under the Confirmed Plan; (iii) employing, retaining, terminating, or replacing professionals to represent it with respect to its responsibilities; (iv) paying all reasonable fees, expenses, debts, charges, and liabilities of the Wind-Down Debtors; (v) administering and paying taxes of the Wind-Down Debtors, including filing tax returns; and (vi) exercising such other powers as may be vested in it pursuant to order of the Bankruptcy Court or pursuant to the Confirmed Plan, or as it reasonably deems to be necessary and proper to carry out the provisions of the Confirmed Plan.

The Confirmed Plan provides for appointment of a Monitor to work cooperatively with the Plan Administrator to ensure compliance with the Wind-Down Budget and a Claims Representative to ensure an efficient and fair claims reconciliation process and to oversee the prosecution of estate causes of action, among other things.

The Confirmed Plan creates nine classes of claims against and interests in the Debtors. Holders of allowed claims in Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 3 (ABL Claims), Class 4 (Term Loan Claims) and Class 5 (General Unsecured Claims) are entitled to receive certain distributions, to the extent of available Distributable Proceeds after payment of more senior claims pursuant to the Waterfall Recovery priority provisions of the Confirmed Plan. Holders of claims in Class 6 (Intercompany Claims), Class 7 (Intercompany Interests), Class 8 (Interests in Pier 1) (which includes holders of Pier 1 Imports, Inc. common stock) and Class 9 (Section 510(b) Claims) will not receive any distributions or receive or retain any property under the Confirmed Plan on account of such claims and interests. The Confirmed Plan also provides for the establishment of reserves from which payment will be made of Administrative Claims, Priority Tax Claims, Professional Fee Claims and for purposes of resolving disputed claims and ongoing disputes, and funding various costs and expenses associated with the administration of the Confirmed Plan and the wind down of the businesses of the Wind-Down Debtors. The Confirmed Plan reflects the terms of certain settlements among the Debtors and various creditor constituencies that were accepted by the Debtors and such creditors, and approved by the Bankruptcy Court, as being in the best interest of the Debtors, their respective Estates, and holders of Claims and Interests, and fair, equitable and reasonable.

The Effective Date of the Confirmed Plan will be the Business Day selected by the Debtors on which: (a) no stay of the Confirmation Order is in effect; (b) all conditions precedent specified in Article IX.A of the Confirmed Plan have been satisfied or waived (in accordance with Article IX.B of the Confirmed Plan); and (c) the Confirmed Plan is declared effective by the Bankruptcy Court. The Effective Date is anticipated to occur between October 1, 2020 and October 10, 2020.

The foregoing description is a summary of the material terms of the Confirmed Plan, does not purport to be complete and is qualified in its entirety by reference to the full text of the Confirmed Plan filed as Exhibit 2.1 to this Current Report on Form 8-K.

Cautionary Note to Holders of the Company’s Common Stock

As of August 1, 2020, the Company had 4,125,857 shares of common stock outstanding. The Confirmed Plan, as approved by the Bankruptcy Court, provides that the holders of the Company’s common stock will not receive any distribution on account of their equity interests. The Company’s common stock will be cancelled on the Effective Date. The Company intends to file a Form 15 with the Securities and Exchange Commission deregistering the Company’s common stock pursuant to Rule 12g-4(a)(1) under the Securities Exchange Act of 1934 upon or promptly following the Effective Date. The Company’s common stock may continue to be quoted on the OTC Pink Market, but under the terms of the Confirmed Plan the common stock has no underlying asset value and the

Company’s stockholders should not view the trading activity of the common stock on the OTC Pink Market or any other market or trading platform as indicating that there is any prospect that the Company’s stockholders might realize any value from their common stock in connection with the liquidation of the Company.

No shares of the Company’s common stock will be reserved for future issuance in respect of claims and interests filed and allowed under the Confirmed Plan or pursuant to the exercise of any rights, options or other obligations of the Company to issue its common stock.

Item 3.03. Material Modification to Rights of Security Holders.

The Confirmed Plan provides that on the Effective Date, except as otherwise specifically provided for in the Confirmed Plan, any certificate, share, note, bond, indenture, purchase right, or other instrument or document, directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest, equity, or portfolio interest in the Debtors, or any warrants, options, or other securities exercisable or exchangeable for, or convertible into, debt, equity, ownership, or profits interests in the Debtors giving rise to any Claim or Interest, will be canceled and deemed surrendered as to the Debtors and the Debtors will not have any continuing obligations thereunder. The Confirmed Plan further provides that the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificates or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, indenture, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors shall be fully released, settled, and compromised.

The certificates, shares and ownership interests and related agreements, purchase rights, options and warrants to be cancelled on the Effective Date include all of the Company’s common stock and related share purchase rights.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Confirmed Plan provides that on the Effective Date the Company’s board of directors will be dissolved and any remaining officers will be dismissed. Each of the Company’s directors, Cheryl A. Bachelder, Robert L. Bass, Pamela B. Corrie, Hamish A. Dodds, Brendan L. Hoffman, Katherine M. A. (“Allie”) Kline, Terry E. London, Steven G. Panagos, Michael A. Peel, Robert J. Riesbeck and Ann M. Sardini, and the Company’s remaining officers, including Robert J. Riesbeck, Chief Executive Officer and Chief Financial Officer, will cease to be directors and officers of the Company on the Effective Date.

Item 7.01 Regulation FD Disclosure

On August 31, 2020, the Debtors filed with the Bankruptcy Court their monthly operating report for the period beginning July 1, 2020 and ending July 31, 2020 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K (including the exhibit hereto) (this “Form 8-K”) will not be deemed an admission as to the materiality of any information disclosed herein. The Monthly Operating Report and other documents filed with the Bankruptcy Court are available for inspection at https://dm.epiq11.com/case/pier1. Documents and other information available on such website are not part of this Form 8-K and are not deemed to be incorporated by reference in this Form 8-K.

The information contained in this Item 7.01, including Exhibit 99.1, are not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and are not deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission (the “SEC”), whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

As reported in a Form 12b-25 filed by the Company on May 28, 2020, the Company is not filing an Annual Report on Form 10-K for the fiscal year ended February 29, 2020, or any other reports on Forms 10-Q or 10-K for subsequent periods. Instead, the Company intends to file Current Reports on Form 8-K containing the Company’s monthly operating reports that are filed by the Company with the Bankruptcy Court.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this Form 8-K and the Monthly Operating Report may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. The Company may also make forward-looking statements in other reports filed with the SEC, in press releases, in presentations and in material delivered to the Company’s stakeholders, including creditors and shareholders. Forward-looking statements provide current expectations of future events based on management’s assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors. These statements encompass information that does not directly relate to any historical or current fact and often may be identified with words such as “believe,” “expect,” “estimate,” “anticipate,” “plan,” “may,” “will,” “intend” and other similar expressions.

Risks and uncertainties that may affect the Company’s operations and performance include, among others: risks and uncertainties associated with the Chapter 11 Proceedings; the effects of public health emergencies, including the COVID-19 pandemic; risks and uncertainties related to, and the impact of, the closure of the Company’s stores nationwide and its corporate headquarters, the length of time its stores and corporate headquarters are closed and the associated costs and loss of revenue and impact on liquidity; the failure by the Company to identify, develop and successfully implement immediate action plans; the inability of the Company to source, ship and deliver items of acceptable quality to its U.S. distribution and fulfillment centers, stores and customers at reasonable prices and rates in a timely fashion; risks related to outsourcing certain business processes to third-party vendors, including disruptions in business, cyber security threats and increased costs; an overall decline in the health of the U.S. economy and its impact on consumer confidence and spending; disruptions in the Company’s domestic supply chain or e-commerce website; failure to successfully manage and execute the Company’s marketing initiatives; the Company’s access to adequate operating cash flow, trade credit, borrowed funds and capital to fund its operations and pay its obligations as they become due, including the impact of continued deterioration of the Company’s financial performance or adverse trends or disruption in the global credit and equity markets; failure to attract, motivate and retain an effective management team or changes in the cost or availability of a suitable workforce; risks related to the Company’s dependence on technology in the operation of its business; failure to protect consumer data; risks related to cybersecurity and e-commerce related fraud; factors beyond the Company’s control, including general economic and market conditions, fluctuations in the Company’s financial condition; and regulatory and legal risks.

The Company assumes no obligation to update or otherwise revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied will not be realized. Additional information concerning these risks and uncertainties is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 2, 2019, as filed with the SEC and in the Company’s other filings with the SEC.

Item 9.01 Financial Statements and Exhibits

(a) - (c) Not Applicable.

(d) Exhibits.


Exhibit		Description

2.1		Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and Its Debtor Affiliates

99.1		Monthly Operating Report for the period beginning July 1, 2020 and ending July 31, 2020

99.2		Order Confirming the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and its Debtor Affiliates

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-2.1 2 d17855dex21.htm EX-2.1 EX-2.1

Exhibit 2.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION


	)
In re:	)	Chapter 11
	)
PIER 1 IMPORTS, INC., et al.,¹	)	Case No. 20-30805 (KRH)
	)
Debtors.	)	(Jointly Administered)
	)

AMENDED JOINT CHAPTER 11 PLAN OF

PIER 1 IMPORTS, INC. AND ITS DEBTOR AFFILIATES

NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN OFFER, ACCEPTANCE, COMMITMENT, OR LEGALLY BINDING OBLIGATION OF THE DEBTORS, ANY OF THE PLAN SUPPORT PARTIES, OR ANY OTHER PARTY IN INTEREST.

YOU SHOULD NOT RELY ON THE INFORMATION CONTAINED IN, OR THE TERMS OF, THIS PLAN FOR ANY PURPOSE PRIOR TO THE CONFIRMATION OF THIS PLAN BY THE BANKRUPTCY COURT.

THIS PLAN IS SUBJECT TO APPROVAL BY THE BANKRUPTCY COURT AND OTHER CUSTOMARY CONDITIONS. THIS PLAN IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES.


Joshua A. Sussberg, P.C. (admitted pro hac vice)		Michael A. Condyles (VA 27807)
Emily E. Geier (admitted pro hac vice)		Peter J. Barrett (VA 46179)
AnnElyse Scarlett Gains (admitted pro hac vice)		Jeremy S. Williams (VA 77469)
KIRKLAND & ELLIS LLP		Brian H. Richardson (VA 92477)
KIRKLAND & ELLIS INTERNATIONAL LLP		KUTAK ROCK LLP
601 Lexington Avenue		901 East Byrd Street, Suite 1000
New York, New York 10022		Richmond, Virginia 23219-4071
Telephone: (212) 446-4800		Telephone: (804) 644-1700
Facsimile: (212) 446-4900		Facsimile: (804) 783-6192

-and-

Joshua M. Altman (admitted pro hac vice)
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Co-Counsel to the Debtors and Debtors in Possession Dated: July 30, 2020

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 76]. The location of the Debtors’ service address is 100 Pier 1 Place, Fort Worth, Texas 76102.

TABLE OF CONTENTS


	Page

Article I . DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW		4
A. Defined Terms		4
B. Rules of Interpretation		19
C. Computation of Time		20
D. Governing Law		20
E. Reference to Monetary Figures		20
F. Controlling Document		20
G. Nonconsolidated Plan		20

Article II . ADMINISTRATIVE CLAIMS AND PRIORITY CLAIMS		20
A. Administrative Claims and Priority Tax Claims		21
B. Professional Compensation		22
C. DIP Claims		23
D. Statutory Fees		24

Article III . CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS		24
A. Summary of Classification		24
B. Treatment of Claims and Interests		25
C. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code		29
D. Elimination of Vacant Classes		29
E. Voting Classes; Presumed Acceptance by Non-Voting Classes		29
F. Subordinated Claims and Interests		30

Article IV . MEANS FOR IMPLEMENTATION OF THE PLAN		30
A. Restructuring Transactions		30
B. Cancellation of Notes, Instruments, Certificates, and Other Documents		30
C. General Settlement of Claims		31
D. Means for Implementation		31
E. Exemption from Certain Transfer Taxes and Fees		35

Article V . TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES		35
A. Assumption and Rejection of Executory Contracts and Unexpired Leases		35
B. Claims Based on Rejection of Executory Contracts or Unexpired Leases		36
C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases		36
D. Indemnification Obligations		37
E. Insurance Policies		38
F. Modifications, Amendments, Supplements, Restatements, or Other Agreements		38
G. Reservation of Rights		38
H. Nonoccurrence of Effective Date		38
I. Contracts and Leases Entered Into After the Petition Date		38

- i -


Article VI . PROVISIONS GOVERNING DISTRIBUTIONS			39
A. Timing and Calculation of Amounts to Be Distributed			39
B. Delivery of Distributions and Undeliverable or Unclaimed Distributions			39
C. Tax Issues and Compliance with Tax Requirements			40
D. Allocations			41
E. No Postpetition Interest on Claims			41
F. Setoffs and Recoupment			41
G. Claims Paid or Payable by Third Parties			42

Article VII . THE PLAN ADMINISTRATOR			43
A. The Plan Administrator			43
B. Wind-Down			45
C. Exculpation, Indemnification, Insurance & Liability Limitation			45
D. Tax Returns			46
E. Dissolution of the Wind-Down Debtors			46

Article VIII . RESERVES ADMINISTERED BY THE PLAN ADMINISTRATOR			46
A. Establishment of Reserve Accounts			46
B. Undeliverable Distribution Reserve			46
C. Wind-Down Reserve			47
D. Administrative / Priority Claims Reserve			47
E. Priority Tax Claims Reserve			48
F. Distributable Proceeds / Settlement Waterfall Recovery			48
G. The General Account and Distribution Reserve Account Adjustments			49

Article IX . PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS			49
A. Allowance of Claims			49
B. Claims Administration Responsibilities			50
C. Estimation of Claims			50
D. Adjustment to Claims Without Objection			51
E. Time to File Objections to Claims			51
F. Disallowance of Claims			51
G. Amendments to Claims			51
H. No Distributions Pending Allowance			52
I. Distributions After Allowance			52

Article X . SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS			52
A. Compromise and Settlement of Claims, Interests, and Controversies			52
B. Term of Injunctions or Stays			53
C. Release of Liens			53
D. Debtor Release			53
E. Release by Holders of Claims or Interests			55
F. Exculpation			56
G. Injunction			57

- ii -


H. Protection Against Discriminatory Treatment			57
I. Recoupment			57
J. Subordination Rights.			58

Article XI . CONDITIONS PRECEDENT TO CONSUMMATION OF THE PLAN			58
A. Conditions Precedent to the Effective Date			58
B. Waiver of Conditions			59
C. Substantial Consummation			59
D. Effect of Nonoccurrence of Conditions to the Effective Date			59

Article XII . MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN			59
A. Modification and Amendments			59
B. Effect of Confirmation on Modifications			60
C. Revocation or Withdrawal of the Plan			60

Article XIII . RETENTION OF JURISDICTION			60

Article XIV . MISCELLANEOUS PROVISIONS			62
A. Immediate Binding Effect			62
B. Additional Documents			63
C. Dissolution of the Creditors’ Committee			63
D. Reservation of Rights			63
E. Successors and Assigns			63
F. Service of Documents			63
G. Entire Agreement			65
H. Exhibits			65
I. Nonseverability of Plan Provisions			65
J. Votes Solicited in Good Faith			65
K. Waiver and Estoppel.			65

- iii -

INTRODUCTION

Pier 1 Imports, Inc. (“Pier 1”) and its debtor affiliates, as debtors and debtors in possession (each, a “Debtor” and, collectively, the “Debtors”), propose this first amended joint plan of reorganization (together with the documents comprising the Plan Supplement, the “Plan”) for the resolution of outstanding Claims against, and Interests in, the Debtors. Capitalized terms used and not otherwise defined shall have the meanings ascribed to such terms in Article I.A hereof. Holders of Claims and Interests may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, and projections of future operations, as well as a summary and description of the Plan. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code, and the Plan constitutes a separate plan of reorganization for each of the Debtors.

ALL HOLDERS OF CLAIMS AND INTERESTS, TO THE EXTENT APPLICABLE, ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

ARTICLE I.

DEFINED TERMS, RULES OF INTERPRETATION,

COMPUTATION OF TIME, AND GOVERNING LAW

A. Defined Terms

As used in this Plan, capitalized terms have the meanings set forth below.

1. “ABL Administrative Agent” means Bank of America, N.A., in its capacity as administrative agent and collateral agent under the ABL Credit Agreement.

2. “ABL Agents” means the ABL Administrative Agent and the ABL Term Loan Agent.

3. “ABL Claims” means any and all claims arising from, under or in connection with the ABL Documents including, without limitations, the ABL Obligations.

4. “ABL Credit Agreement” means that certain Second Amended and Restated Credit Agreement dated as of June 2, 2017 (as amended, restated, supplemented, or otherwise modified from time to time), among Pier 1, as lead borrower, the ABL Administrative Agent, the ABL Term Loan Agent and the ABL Lenders.

5. “ABL Documents” means the ABL Credit Agreement and any other agreements and documents executed in connection therewith or related thereto.

6. “ABL Lenders” means the lenders party to the ABL Credit Agreement.

7. “ABL Obligations” shall mean “Prepetition ABL Obligations” as defined in the DIP Order.

8. “ABL Priority Collateral” has the meaning ascribed to it in the Intercreditor Agreement.

9. “ABL Term Loan Agent” means Pathlight Capital Fund I LP, in its capacity as ABL term loan agent under the ABL Credit Agreement.

10. “Adequate Assurance Information” means written evidence to demonstrate the ability of the Wind-Down Debtors or any assignee, as applicable, to provide “adequate assurance of future performance” (with the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed.

11. “Administrative Claim” means a Claim for costs or expenses of administration of the Debtors’ Estates pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Allowed Professional Fee Claims; (c) all Allowed requests for compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of the Bankruptcy Code; and (d) all DIP Claims.

12. “Administrative Claims Bar Date” means, other than for Professional Fee Claims, DIP Claims, and claims arising under section 503(b)(9) of the Bankruptcy Code, for which bar dates were established in the Prepetition Claims Bar Date Order, the later of the date that is thirty (30) days following: (i) the Effective Date or (ii) the effective date of the rejection or assumption of an Executory Contract or Unexpired Lease, except as specifically set forth in the Plan or the Administrative Claims Bar Date Order or otherwise ordered by the Bankruptcy Court. For the avoidance of doubt, the Administrative Claims Bar Date shall not apply to any Debtor having a Claim against another Debtor and parties not required to file a Proof of Administrative Claim pursuant to the Administrative Claims Bar Date Order.

13. “Administrative Claims Bar Date Order” means the order granting the Debtors’ Motion for Entry of an Order (I) Setting A Bar Date for Filing Proofs of Administrative Claims Against the Debtors, (II) Establishing Administrative Claims Procedures, (III) Approving the Form and Manner of Filing Proofs of Administrative Claims, (IV) Approving Notice of the Administrative Claims Bar Date, and (V) Granting Related Relief [Docket No. 737].

14. “Administrative / Priority Claim Consent Form” means the certain notice served upon known Holders of Administrative, and Other Priority Claims, attached to the Disclosure Statement Order, pursuant to which the Debtors are seeking the agreement of such Holder to the treatment afforded to such Holder under the Plan.

15. “Administrative / Priority Claims Reserve” means a segregated account to be established and maintained by the Plan Administrator and funded with the Administrative / Priority Claims Reserve Amount to fund distribution to the Holders of Allowed Administrative Claims and Allowed Priority Claims as set forth in Article VIII.D and Allowed Other Secured Claims, to the extent that such Other Secured Claims have not been satisfied pursuant to Article III.B.2. For the avoidance of doubt, Allowed Professional Fee Claims will be paid from the Professional Fee Escrow and DIP Claims shall be treated in accordance with Article II.C herein and in no case from the Administrative / Priority Claims Reserve.

16. “Administrative / Priority Claims Reserve Amount” means the amount of the Distributable Proceeds available for Holders of Allowed Administrative Claims and Allowed Priority Claims pursuant to the Waterfall Recovery, which amount shall be used by the Plan Administrator to fund the Administrative / Priority Claims Reserve.

17. “Affiliate” shall have the meaning set forth in section 101(2) of the Bankruptcy Code.

18. “Allowed” means with respect to any Claim, except as otherwise provided herein: (a) a Claim that is evidenced by a Proof of Claim timely Filed by the Bar Date (or for which Claim under the Plan, the Bankruptcy Code, or a Final Order of the Court a Proof of Claim is not or shall not be required to be Filed); (b) a Claim that is listed in the Schedules as not contingent, not unliquidated, and not disputed, and for which no Proof of Claim has been timely filed; or (c) a Claim Allowed pursuant to the Plan, any stipulation approved by the Court, any contract, instrument, indenture, or other agreement entered into or assumed in connection with the Plan, or a Final Order of the Court; provided, that with respect to a Claim described in clauses (a) and (b) above, such Claim shall be considered Allowed only if and to the extent that with respect to such Claim no objection to the allowance thereof has been interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Court, or if such an objection is so interposed, such Claim shall have been Allowed by a Final Order. Any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or disputed, and for which no Proof of Claim or Interest is or has been timely Filed, is not considered Allowed and shall be expunged without further action by the Debtors and without further notice to any party or action, approval, or order of the Court. Notwithstanding anything to the contrary herein, no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays in full the amount that it owes. For the avoidance of doubt, a Proof of Claim Filed after the Bar Date shall not be Allowed for any purposes whatsoever absent entry of a Final Order allowing such late-Filed Claim. “Allow” and “Allowing” shall have correlative meanings.

19. “Asset Sale Transaction” means the sale or sales, either as a going-concern or in a liquidation, of some or all of the Debtors’ assets under this Plan or as otherwise authorized by order of the Bankruptcy Court or the Bankruptcy Code.

20. “Avoidance Actions” means any and all avoidance, recovery, subordination, or other claims, actions, or remedies which any of the Debtors, the debtors in possession, the Estates, or other appropriate parties in interest have asserted or may assert under sections 502, 510, 542, 544, 545, or 547 through 553 of the Bankruptcy Code or under similar or related state or federal statutes and common law.

21. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended from time to time, as applicable to the Chapter 11 Cases.

22. “Bankruptcy Court” means the United States Bankruptcy Court for the Eastern District of Virginia having jurisdiction over the Chapter 11 Cases, and, to the extent of the withdrawal of reference under 28 U.S.C. § 157 and/or the General Order of the District Court pursuant to section 151 of title 28 of the United States Code, the United States District Court for the Eastern District of Virginia.

23. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure, as applicable to the Chapter 11 Cases, promulgated under section 2075 of the Judicial Code and the general, local, and chambers rules of the Bankruptcy Court, each as amended from time to time.

24. “Bidding Procedures” means the Bidding Procedures for the Disposition of the Debtors’ Assets attached as Exhibit 1 to the Order (I) Establishing Bidding Procedures, (II) Scheduling Bid Deadlines and an Auction, (III) Approving the Form and Manner of Notice thereof, (IV) Approving the Form of Asset Purchase Agreement, (V) Authorizing Assumption of the Plan Support Agreement and (VI) Granting Related Relief [Docket No. 102].

25. “Budget” has the meaning set forth in the DIP Order.

26. “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

27. “Cash” means the legal tender of the United States of America or the equivalent thereof.

28. “Cash Consideration” means any proceeds paid or payable in Cash by buyers to the Debtors in connection with any Asset Sale Transaction; provided, however, that, for the avoidance of doubt, Cash Consideration includes any Cash or Cash equivalents returned (whether before or after the Effective Date) to the Debtors or their Estates, including (a) the return of any deposits of Cash or Cash equivalents and (b) the release of Cash or Cash equivalents used to collateralize any of the Debtors’ surety bonds, insurance policies or utility contracts.

29. “Causes of Action” means any claims, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, matured or unmatured, suspected or unsuspected, in tort, law, equity, or otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims on contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d) such claims and defenses as fraud, mistake, duress, and usury and any other defenses set forth in section 558 of the Bankruptcy Code.

30. “Chapter 11 Cases” means when used with reference to a particular Debtor, the case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court, and when used with reference to all of the Debtors, the procedurally consolidated and jointly administered chapter 11 cases pending for the Debtors in the Bankruptcy Court.

31. “Claim” means a claim, as defined in section 101(5) of the Bankruptcy Code, and any Cause of Action or liability asserted against a Debtor.

32. “Claims Objection Bar Date” means the deadline for objecting to a Claim, which shall be on the date that is 180 days after the Effective Date (as may be extended by the Court upon the request of the Debtors or the Wind-Down Debtors).

33. “Claims Register” means the official register of Claims maintained by the Notice and Claims Agent.

34. “Claims Representative” means the individual or entity selected by the Creditors’ Committee, upon consultation with the Consenting Term Lenders, tasked with ensuring an efficient and fair claims reconciliation process and overseeing the prosecution of estate causes of action under section 547 of the Bankruptcy Code, if any.

35. “Class” means a category of Claims or Interests under section 1122(a) of the Bankruptcy Code.

36. “COLI Loans” means those loans secured by the COLI Policies dated as of (a) August 27, 2019, between Pier 1 Services Company and John Hancock Mutual Life Insurance Company, and (b) August 27,2019, between Pier 1 Services Company and Voya Financial.

37. “COLI Loan Claims” means any Claim based on or derived from the COLI Loans.

38. “COLI Policies” means those company-owned life insurance policies between (a) Pier 1 Services Company and John Hancock Mutual Life Insurance Company, and (b) between Pier 1 Services Company and Voya Financial.

39. “Confirmation” means the entry of the Confirmation Order on the docket of the Chapter 11 Cases, subject to the conditions set forth in the Plan.

40. “Confirmation Date” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy Rules 5003 and 9021.

41. “Confirmation Hearing” means the hearing held by the Bankruptcy Court to consider Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code.

42. “Confirmation Order” means an order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

43. “Consenting Term Lenders” means each Term Loan Lender that is a party to the Plan Support Agreement.

44. “Consummation” means the occurrence of the Effective Date.

45. “Creditors’ Committee” means any official committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to section 1102(a) of the Bankruptcy Code.

46. “Cure Claim” means a monetary Claim based upon a Debtor’s defaults under any Executory Contract or Unexpired Lease at the time such contract or lease is assumed by such Debtor pursuant to section 365 of the Bankruptcy Code.

47. “Cure Obligations” means all (a) Cure Claims and (b) other obligations required to cure any non-monetary defaults (the performance required to cure such non-monetary defaults and the timing of such performance will be described in reasonable detail in a notice of proposed assumption and assignment) under any Executory Contract or Unexpired Lease that is to be assumed by the Debtors pursuant to sections 365 or 1123 of the Bankruptcy Code.

48. “Cure/Assumption Objection Deadline” means the date that is 14 days after filing of the Schedule of Assumed Executory Contracts and Unexpired Leases with the Plan Supplement and service of the Cure Notice; provided, that if any Executory Contract or Unexpired Lease is added to the Schedule of Assumed Executory Contracts and Unexpired Leases after the filing of the initial Schedule of Assumed Executory Contracts and Unexpired Leases, or an Executory Contract or Unexpired Lease proposed to be assumed by the Wind-Down Debtors is proposed to be assigned to a third party after the filing of the initial Schedule of Assumed Executory Contracts and Unexpired Leases, then the Cure/Assumption Objection Deadline with respect to such Executory Contract or Unexpired Lease shall be 14 days after service of the amended Schedule of Assumed Executory Contracts and Unexpired Leases with such modification (or such other time period as the Debtors set (subject to Bankruptcy Court approval) if the Debtors seek a limited notice period prior to the date of the Confirmation Hearing).

49. “Cure Notice” means a notice of a proposed amount to be paid and/or obligation to be performed on account of a Cure Obligation in connection with an Executory Contract or Unexpired Lease to be assumed under the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include: (a) procedures for objecting to proposed assumptions of Executory Contracts and Unexpired Leases; (b) Cure Claims to be paid in connection therewith; (c) Adequate Assurance Information; and (d) procedures for resolution by the Bankruptcy Court of any related disputes.

50. “D&O Liability Insurance Policies” means all insurance policies (including any “tail policy”) of any of the Debtors for current or former directors’, managers’, and officers’ liability.

51. “Debtors” means, collectively: Pier 1; Pier 1 Assets, Inc.; Pier 1 Holdings, Inc.; Pier 1 Imports (U.S.), Inc.; Pier 1 Licensing, Inc.; Pier 1 Services Company; Pier 1 Value Services, LLC; and PIR Trading, Inc., the debtors and debtors in possession in the Chapter 11 Cases.

52. “DIP ABL Agent” means Pathlight Capital LP, in its capacity as ABL term loan agent under the DIP Credit Agreement, together with its respective successors and assigns in such capacity.

53. “DIP Administrative Agent” means Bank of America, N.A., in its capacity as administrative agent and collateral agent under the DIP Credit Agreement, together with its respective successors and assigns in such capacity.

54. “DIP Agents” means the DIP ABL Agent and the DIP Administrative Agent.

55. “DIP Claims” means, any and all Claims derived from, based upon, or secured by, the DIP Documents including, without limitation, the DIP Facility Obligations.

56. “DIP Credit Agreement” means that certain Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement (as it may be amended, restated, supplemented, or otherwise modified from time to time), dated as of February 20, 2020, by and among the Debtors, the DIP Lenders, and the DIP Agents.

57. “DIP Documents” means the DIP Credit Agreement and any other agreements and documents executed in connection with or related thereto.

58. “DIP Facility Obligations” shall have the meaning set forth in the DIP Order.

59. “DIP Lenders” means collectively the Lenders (as defined in the DIP Credit Agreement) party to the DIP Credit Agreement.

60. “DIP Order” means the Final Order (I) Authorizing the Debtors to Obtain Postpetition Financing, (II) Authorizing the Debtors to Use Cash Collateral, (III) Granting Liens and Providing Administrative Expense Status, (IV) Granting Adequate Protection to the Prepetition Secured Parties, (V) Modifying the Automatic Stay, and (VI) Granting Related Relief [Docket No. 342].

61. “DIP Senior Credit Facility” means that certain $256,000,000 postpetition debtor-in-possession financing facility available under the DIP Credit Agreement.

62. “Disallowed” means, with respect to any Claim, a Claim or any portion thereof that: (a) has been disallowed by a Final Order; (b) is Scheduled as zero or as contingent, disputed, or unliquidated and as to which no Proof of Claim or request for payment of an Administrative Claim has been timely Filed or deemed timely Filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely Filed under applicable law or the Plan; (c) is not Scheduled and as to which no Proof of Claim or request for payment of an Administrative Claim has been timely Filed or deemed timely Filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely Filed under applicable law or the Plan; (d) has been withdrawn by agreement of the applicable Debtor and the Holder thereof; or (e) has been withdrawn by the Holder thereof.

63. “Disclosure Statement” means the disclosure statement for the Plan, including all exhibits and schedules thereto.

64. “Disclosure Statement Order” means the order entered by the Bankruptcy Court approving the Disclosure Statement, entered on June 24, 2020 [Docket No. 804].

65. “Disputed” means a Claim that is not yet Allowed.

66. “Distributable Proceeds” means all Cash of the Debtors available on or after the Effective Date after the funding of the Priority Tax Claims Reserve, the Other Secured Claims Reserve, the Professional Fee Escrow Account, and the Wind-Down Reserve, available for distribution under Article VIII.F hereof, which Distributable Proceeds shall be the excess Cash in the General Account and subject to the Intercreditor Agreement, as applicable.

67. “Distribution Agent” means the Wind-Down Debtors or any Entity the Wind-Down Debtors select to make or facilitate distributions to be made pursuant to the Plan.

68. “Distribution Record Date” means the date for determining which Holders of Claims are eligible to receive distributions hereunder and shall be the Effective Date or such other date as designated in a Final Order of the Bankruptcy Court; provided, that the Distribution Record Date shall not apply to publicly held securities.

69. “Distribution Reserve Accounts” means the Administrative / Priority Claims Reserve, the Undeliverable Distribution Reserve, the Wind-Down Reserve, the Other Secured Claims Reserve established pursuant to this Plan.

70. “Effective Date” means, with respect to the Plan, the date that is a Business Day selected by the Debtors on which: (a) no stay of the Confirmation Order is in effect; (b) all conditions precedent specified in Article IX.A have been satisfied or waived (in accordance with Article IX.B); and (c) the Plan is declared effective.

71. “Entity” shall have the meaning set forth in section 101(15) of the Bankruptcy Code.

72. “Estate” means, as to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

73. “Exculpated Parties” means collectively, and in each case in its capacity as such: (a) the Debtors and Wind-Down Debtors; (b) the DIP Agents; (c) the DIP Lenders; (d) the Term Loan Agent; (e) the Term Loan Lenders; (f) the ABL Lenders; (g) the ABL Agents; (h) the Consenting Term Lenders; (i) the Creditors’ Committee; (j) with respect to the foregoing clauses (a) through (i), each such Entity’s current and former Affiliates, and such Entities’ and their current and former Affiliates’ current and former directors, managers, officers, control persons, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, managed accounts or funds, management companies, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such.

74. “Executory Contract” means a contract to which one or more of the Debtors is a party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code.

75. “Federal Judgment Rate” means the federal judgment rate in effect as of the Petition Date, compounded annually.

76. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with the Bankruptcy Court or, with respect to the filing of a Proof of Claim or proof of Interest, the Notice and Claims Agent.

77. “Final Order” means (i) an order or judgment of the Bankruptcy Court, as entered on the docket in any Chapter 11 Case (or any related adversary proceeding or contested matter) or the docket of any other court of competent jurisdiction, or (ii) an order or judgment of any other court having jurisdiction over any appeal from (or petition seeking certiorari or other review of) any order or judgment entered by the Bankruptcy Court (or any other court of competent jurisdiction, including in an appeal taken) in the Chapter 11 Case (or in any related adversary proceeding or contested matter), in each case that has not been reversed, stayed, modified, or amended, and as to which the time to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired according to applicable law and no appeal or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be timely Filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice; provided, that the possibility a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or the Local Bankruptcy Rules of the Bankruptcy Court, may be filed relating to such order shall not prevent such order from being a Final Order.

78. “General Account” means a general account: (a) into which shall be deposited revenues and proceeds of all assets of the Debtors, including proceeds of any Asset Sale Transaction, and Cash of the Debtors in an amount in excess of the amount required to adequately maintain the Distribution Reserve Accounts as described in Article VIII.G (provided that the General Account shall not include funds required to be deposited into the Distribution Reserve Accounts); (b) from which shall be made payments to any Distribution Reserve Account in an amount sufficient to adequately maintain such Distribution Reserve Account as described in Article VIII.G; and (c) from which payments shall be made according to the priority set forth in Article VIII.F.

79. “General Unsecured Claim” means any Claim, including the Term Loan Deficiency Claim, other than (a) an Administrative Claim, (b) a Secured Tax Claim, (c) an Other Secured Claim, (d) a Priority Tax Claim, (e) an Other Priority Claim, (f) a Term Loan Claim, (g) an Intercompany Claim, (h) a DIP Claim, or (i) an ABL Claim.

80. “Governmental Unit” shall have the meaning set forth in section 101(27) of the Bankruptcy Code.

81. “Holder” means an Entity holding a Claim or Interest, as applicable.

82. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

83. “Industrial Revenue Bond Agreement” means that certain Loan Agreement originally dated as of November 1, 1986 between Pier 1 Imports - Texas, Inc. and the City of Mansfield Industrial Development Corporation.

84. “Intercompany Claim” means any Claim held by a Debtor or a Debtor’s Affiliate against a Debtor or a Debtor’s Affiliate.

85. “Intercompany Interest” means, other than an Interest in Pier 1, an Interest in one Debtor held by another Debtor or a Debtor’s Affiliate.

86. “Intercreditor Agreement” means that certain intercreditor agreement, dated as of April 30, 2014, by and among Bank of America, N.A. and the Term Loan Agent, as modified by that certain Acknowledgement and Agreement, dated as of February 20, 2020.

87. “Interest” means any equity security (as defined in section 101(16) of the Bankruptcy Code) in any Debtor.

88. “Interim Compensation Order” means the order of the Bankruptcy Court establishing procedures for interim compensation and reimbursement of expenses for professionals.

89. “IRB Claims” means any claim based on or derived from the Industrial Revenue Bond Agreement.

90. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001, as amended from time to time, as applicable to the Chapter 11 Cases.

91. “Lien” shall have the meaning set forth in section 101(37) of the Bankruptcy Code.

92. “Limited Operation Order” means the Order (I) Approving Relief Related to the Interim Budget, (II) Temporarily Adjourning Certain Motions and Applications for Payments, and (III) Granting Related Relief [Docket No. 493].

93. “Monitor” means an individual or entity selected by the Required Consenting Term Lenders, upon consultation with the Creditors’ Committee responsible for overseeing compliance with the Wind-Down Budget.

94. “Non-Qualified Deferred Compensation Trust Plans” means the Debtors’ supplemental retirement plan, deferred compensation plan, supplemental executive retirement plan, and benefit restoration plan.

95. “Notice and Claims Agent” means Epiq Corporate Restructuring, LLC.

96. “Other Priority Claim” means any Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code, other than: (a) an Administrative Claim; or (b) a Priority Tax Claim, to the extent such Claim has not already been paid during the Chapter 11 Cases.

97. “Other Secured Claim” means any Secured Claim, other than (a) claims arising under the Debtors’ prepetition asset-based lending credit facility or (b) a Term Loan Claim. For the avoidance of doubt, the COLI Loan Claims and IRB Claims are Other Secured Claims.

98. “Person” shall have the meaning set forth in section 101(41) of the Bankruptcy Code.

99. “Petition Date” means February 17, 2020, the date on which the Debtors commenced the Chapter 11 Cases.

100. “Pier 1” means Pier 1 Imports, Inc.

101. “Plan” means this plan, as it may be amended or supplemented from time to time, including all exhibits, schedules, supplements, appendices, annexes and attachments thereto.

102. “Plan Administrator” means the person selected by the Required Consenting Term Lenders, with the consent of the Debtors (not to be unreasonably withheld), to administer the Wind-Down Debtors. For the avoidance of doubt, all costs, liabilities, and expenses reasonably incurred by the Plan Administrator, and any personnel employed by the Plan Administrator in the performance of the Plan Administrator’s duties, shall be paid from the Wind-Down Debtors’ Assets.

103. “Plan Supplement” means the compilation of documents and forms of documents, agreements, schedules, and exhibits to the Plan (as may be altered, amended, modified, or supplemented from time to time in accordance with the terms hereof and in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the Plan Support Agreement) to be Filed by the Debtors no later than fourteen days before the Voting Deadline or such later date as may be approved by the Bankruptcy Court on notice to parties in interest, including the following, as applicable: (a) Schedule of Assumed Executory Contracts and Unexpired Leases; (b) the identity and terms of any documentation, including a wind-down trust agreement, establishing the rights and compensation of the Plan Administrator; (c) any transition services agreement between a Purchaser and the Debtors (as applicable); and (d) any other necessary documentation related to any Asset Sale Transaction or other Restructuring Transactions in accordance with Article X of the Plan.

104. “Plan Support Agreement” means that certain Plan Support Agreement, dated as of February 16, 2020, by and among the Debtors and the Plan Support Parties, including all exhibits and schedules attached thereto, as may be amended from time to time in accordance with the terms thereof.

105. “Plan Support Parties” means, collectively, the Consenting Term Lenders that are party to the Plan Support Agreement.

106. “Prepetition Claims Bar Date” means the dates established by the Bankruptcy Court in the Prepetition Claims Bar Date Order by which Proofs of Claim on account of prepetition claims (including claims arising under section 503(b)(9) of the Bankruptcy Code) must be Filed.

107. “Prepetition Claims Bar Date Order” means the Order (I) Setting Bar Dates for Filing Proofs of Claim, Including Requests for Payment Under Section 503(B)(9), (II) Establishing Amended Schedules Bar Date and Rejection Damages Bar Date, (III) Approving the Form of and Manner for Filing Proofs of Claim, Including Section 503(B)(9) Requests, (IV) Approving Notice of Bar Dates, and (V) Granting Related Relief [Docket No. 345].

108. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

109. “Priority Tax Claims Reserve” means a segregated account to be established and maintained by the Plan Administrator to fund distribution to the Holders of Priority Tax Claims as set forth in Article VIII.D

110. “Priority Tax Claim Reserve Amount” means Cash in the amount to be determined by the Debtors, which amount shall be funded by the Debtors and used by the Plan Administrator to fund the Priority Tax Claims Reserve.

111. “Pro Rata” means the proportion that an Allowed Claim in a particular Class bears to the aggregate amount of Allowed Claims in that Class, or the proportion that Allowed Claims in a particular Class bear to the aggregate amount of Allowed Claims in a particular Class and other Classes entitled to share in the same recovery as such Allowed Claim under the Plan.

112. “Professional” means an Entity employed pursuant to a Bankruptcy Court order in accordance with sections 327, 328 or 1103 of the Bankruptcy Code and to be compensated for services rendered before or on the Confirmation Date, pursuant to sections 327, 328, 329, 330, or 331 of the Bankruptcy Code.

113. “Professional Fee Claims” means all Administrative Claims for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals through and including the Effective Date to the extent such fees and expenses have not been previously paid.

114. “Professional Fee Escrow Account” means an interest-bearing account (to the extent commercially reasonable) in an amount equal to the total Professional Fee Reserve Amount funded by the Wind-Down Debtors on the Effective Date.

115. “Professional Fee Reserve Amount” means the amount set forth in the Wind-Down Budget for all Professional fee payments through the Effective Date, including (a) amounts budgeted for prior months not yet invoiced to the Debtors and (b) any amounts for services provided in prior periods that are invoiced but not yet paid (including hold back amounts).

116. “Proof of Claim” means a proof of Claim Filed in the Chapter 11 Cases.

117. “Purchase Agreement” means any asset purchase agreement, by and among the Debtors and a Purchaser, as may be amended, supplemented, or otherwise modified from time to time.

118. “Purchaser” means, collectively, any purchaser under any Asset Sale Transaction, together with its or their successors and permitted assigns (including any and all of its or their wholly-owned Affiliates to which it or they assigns any of its rights or obligations).

119. “Reinstated” or “Reinstatement” means, with respect to Claims and Interests, that the Claim or Interest shall be rendered Unimpaired in accordance with section 1124 of the Bankruptcy Code.

120. “Rejection Notice” means any applicable notice filed by the Debtors providing notice to counterparties of the Debtors intent to reject an Executory Contract or Unexpired Lease, as set forth in the Order (I) Authorizing and Approving Procedures to Reject or Assume Executory Contracts and Unexpired Leases and (II) Granting Related Relief [Docket No. 402].

121. “Released Party” means each of the following, solely in its capacity as such: (a) the Debtors and Wind-Down Debtors; (b) the DIP Agents; (c) the DIP Lenders; (d) the Term Loan Lenders; (e) the Term Loan Agent; (f) the ABL Agents; (g) the ABL Lenders; (h) the Consenting Term Lenders; (i) with respect to the foregoing clauses (a) through (h), each such Entity’s current and former Affiliates, and such Entities’ and their current and former Affiliates’ current and former directors, managers, officers, control persons, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, participants, managed accounts or funds, fund advisors, predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, investment managers, and other professionals, each in their capacity as such; and (j) Holders of Other Priority Claims and Administrative Claims that do no opt out or do not object to the treatment of their Claims under the Plan; provided that any Holder of a Claim or Interest that opts out of the releases contained in the Plan shall not be a “Released Party.”

122. “Releasing Party” means each of the following, solely in its capacity as such: (a) the Debtors and Wind-Down Debtors; (b) the Estate; (c) the DIP Agents; (d) the DIP Lenders; (e) the Term Loan Lenders; (f) the Term Loan Agent; (g) the ABL Agents; (h) the ABL Lenders; (i) the Consenting Term Lenders; (j) the Purchaser; (k) with respect to each of the foregoing entities in clauses (a) through (j), such entity’s respective current and former Affiliates, and each of such entity’s, and such entity’s current and former affiliates’, current and former equity holders (regardless of whether such interests are held directly or indirectly), subsidiaries, officers, directors, managers, principals, members, employees, agents, advisors, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such; (l) all Holders of Claims and Interests that are deemed to accept the Plan and who do not opt out of the releases provided by the Plan; (m) all Holders of Claims and Interests who vote to accept the Plan; and (n) all Holders in voting classes who abstain from voting on the Plan and who do not opt-out of the releases provided by the Plan; provided, that any Holder of a Claim or Interest that votes to reject the Plan (and thereby opts out of the releases contained in the Plan), that abstains from voting on the Plan and opts-out, or that is deemed to reject the Plan shall not be a “Releasing Party.”

123. “Required Consenting Term Lenders” has the meaning set forth in the Plan Support Agreement.²

124. “Restructuring” means the restructuring of the Debtors on the terms of the Plan and the Plan Support Agreement

125. “Restructuring Documents” means the Plan, the Disclosure Statement, the Plan Supplement, and the various agreements and other documents formalizing or implementing the Plan and the transactions contemplated thereunder, each subject to the Plan Support Agreement.

²	For the avoidance of doubt, any consultation or consent rights provided to the Required Consenting Term Lenders in this Plan shall only be applicable so long as the Plan Support Agreement remains in effect.

126. “Restructuring Transactions” means those mergers, amalgamations, consolidations, arrangements, continuances, restructurings, transfers, conversions, dispositions, liquidations, dissolutions, or other corporate transactions that the Debtors and the Required Consenting Term Lenders reasonably determine to be necessary to implement the Restructuring, as described in more detail in Article IV.A herein.

127. “Retained Causes of Action List” means a list of all retained Claims and Causes of Action of the Debtors, identified in the Plan Supplement.

128. “Schedule of Assumed Executory Contracts and Unexpired Leases” means the schedule (including any amendments or modifications thereto), if any, of the Executory Contracts and Unexpired Leases to be assumed or assumed and assigned by the Wind-Down Debtors pursuant to the Plan, as set forth in the Plan Supplement, as amended by the Debtors from time to time in accordance with the Plan, which shall be in form and substance acceptable to each of the Debtors.

129. “Schedules” means, collectively, the schedules of assets and liabilities, schedules of Executory Contracts and Unexpired Leases, and statements of financial affairs Filed by the Debtors pursuant to section 521 of the Bankruptcy Code and in substantial accordance with the Official Bankruptcy Forms, as the same may have been amended, modified, or supplemented from time to time.

130. “Section 510(b) Claim” means any Claim subject to subordination under section 510(b) of the Bankruptcy Code.

131. “Secured” means when referring to a Claim: (a) secured by a Lien on property in which any of the Debtors has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the applicable Holder’s interest in the applicable Debtor’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code; or (b) Allowed pursuant to the Plan, or separate order of the Bankruptcy Court, as a secured claim.

132. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a–77aa, together with the rules and regulations promulgated thereunder, as amended from time to time.

133. “Security” means a security as defined in section 2(a)(1) of the Securities Act.

134. “Term Loan Agent” means Wilmington Savings Fund Society, FSB, in its capacity as successor administrative agent under the Term Loan Credit Agreement, and any successor thereto.

135. “Term Loan Claim” means any Claim derived from or based upon the Term Loan Credit Agreement.

136. “Term Loan Credit Agreement” means that certain Term Loan Credit Agreement, dated as of April 30, 2014 (as amended, novated, supplemented, extended or restated from time to time), by and among Pier 1, as lead borrower, certain direct wholly-owned subsidiaries and certain affiliates of Pier 1, as guarantors, Wilmington Savings Fund Society, FSB, as successor administrative agent, and certain financial institutions, as lenders.

137. “Term Loan Deficiency Claim” means any Term Loan Claim that is not a Secured Claim.

138. “Term Loan Lenders” means the lending institutions party from time to time to the Term Loan Credit Agreement.

139. “Term Loan Recovery Pool” means collectively, the proceeds of Intellectual Property and the Distributable Proceeds available for Allowed Term Loan Claims, pursuant to the Waterfall Recovery.

140. “Term Priority Collateral” has the meaning ascribed to it in the Intercreditor Agreement.

141. “Term Sheet” means that certain term sheet, attached as Exhibit B to the Amended Notice of Filing of Wind-Down Budget and Term Sheet [Docket No. 689].

142. “U.S. Trustee” means the Office of the United States Trustee for the Eastern District of Virginia.

143. “Unexpired Lease” means a lease of nonresidential real property to which one or more of the Debtors is a party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code.

144. “Unimpaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that are unimpaired within the meaning of section 1124 of the Bankruptcy Code, including through payment in full in Cash.

145. “Voting Deadline” means July 24, 2020, at 4:00 p.m. (prevailing Eastern Time).

146. “Wages Order” means the Final Order (I) Authorizing the Debtors to (A) Pay Prepetition Wages, Salaries, Other Compensation, and Reimbursable Expenses and (B) Continue Employee Benefits Programs, and (II) Granting Related Relief [Docket No. 348].

147. “Waterfall Recovery” means the priority of Claims to payments of Distributable Proceeds as set forth in Article VIII.F.

148. “Wind Down” means the wind down and dissolution of the Debtors’ Estates following the Effective Date as set forth in Article VII.B hereof.

149. “Wind-Down Amount” means Cash in an amount set forth in the Wind-Down Budget to be determined by the Debtors, with the consent of the Required Consenting Term Lenders, which amount shall be funded by the Debtors and used by the Plan Administrator to fund the Wind Down.

150. “Wind-Down Budget” has the same meaning ascribed to such term in the Wind-Down Order.

151. “Wind-Down Debtors” means the Debtors, or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date.

152. “Wind-Down Order” means the Order (I) Authorizing the Debtors to Wind-Down Operations, (II) Authorizing the Debtors to Conduct Store Closings, and (III) Granting Related Relief [Docket No. 744].

153. “Wind-Down Reserve” means a segregated account established by the Plan Administrator established in accordance with Article VIII.C.

B. Rules of Interpretation

For purposes herein: (1) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (4) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (9) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (10) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (11) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (12) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (13) any immaterial effectuating provisions may be interpreted by the Debtors, Wind-Down Debtors, or the Plan Administrator in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; and (14) except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors or to the Wind-Down Debtors shall mean the Debtors and the Wind-Down Debtors, as applicable, to the extent the context requires.

Computation of Time

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day. Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicable after the Effective Date.

Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of Delaware, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction, and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control); provided, that corporate governance matters relating to the Debtors or the Wind-Down Debtors, as applicable, shall be governed by the laws of the state of incorporation or formation of the relevant Debtor.

Reference to Monetary Figures

All references in the Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided herein.

Controlling Document

In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event of an inconsistency between the Plan and any document included in the Plan Supplement, the terms of the relevant provision in the Plan shall control (unless stated otherwise in such document or in the Confirmation Order). In the event of an inconsistency between the Confirmation Order and the Plan, the Confirmation Order shall control.

Nonconsolidated Plan

Although for purposes of administrative convenience and efficiency the Plan has been filed as a joint plan for each of the Debtors and presents together Classes of Claims against, and Interests in, the Debtors, the Plan does not provide for the substantive consolidation of any of the Debtors.

ARTICLE II.

ADMINISTRATIVE CLAIMS AND PRIORITY CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests set forth in Article III hereof.

Administrative Claims and Priority Tax Claims

Except as otherwise provided in this Article II.A. and except with respect to Administrative Claims that are Professional Fee Claims, DIP Claims or subject to 11 U.S.C. § 503(b)(1)(D), requests for payment of Allowed Administrative Claims must be made by the Administrative Claims Bar Date or in compliance with the Administrative Claims Bar Date Order. Holders of Administrative Claims that are required to, but do not timely request payment on account of Administrative Claims as set forth in the Administrative Claims Bar Date Order or by the Administrative Claims Bar Date. shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Wind-Down Debtors or their property, and such Administrative Claims shall be deemed satisfied, settled, and released as of the Effective Date. Objections to such requests, if any, must be Filed in compliance with the Administrative Claims Bar Date Order.

Except with respect to Administrative Claims that are Professional Fee Claims or DIP Claims, and except to the extent that an Administrative Claim has already been paid during the Chapter 11 Cases or a Holder of an Allowed Administrative Claim and the applicable Debtor(s) agree to less favorable treatment, each Holder of an Allowed Administrative Claim shall be paid its Pro Rata share of the Distributable Proceeds, pursuant to the Waterfall Recovery, of the unpaid portion of its Allowed Administrative Claim on the latest of: (a) the Effective Date if such Administrative Claim is Allowed as of the Effective Date; (b) the date such Administrative Claim is Allowed or as soon as reasonably practicable thereafter; (c) the date such Allowed Administrative Claim becomes due and payable, or as soon thereafter as is reasonably practicable; and (d) as soon as reasonably practicable after the Wind-Down Debtors complete reconciling timely filed Administrative Claims and liquidating the Wind-Down Debtors’ assets such that an appropriate final Pro Rata distribution amount can be determined (or an interim amount can be determined and distributed to then Allowed Holders of Administrative Claims); provided that, with respect to a Holder of a Priority Tax Claim, such Priority Tax Claim shall be treated in accordance with section 1129(a)(9)(C) of the Bankruptcy Code as soon as reasonably practicable following the Effective Date; provided further that Allowed Administrative Claims that arise in the ordinary course of the Wind-Down Debtors’ businesses that are required for the Wind Down shall be paid in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements and/or arrangements governing, instruments evidencing, or other documents relating to such transactions (and no requests for payment of such Administrative Claims must be Filed or served). Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim Allowed by Final Order.

All known Holders of Administrative Claims (other than Holders of Professional Fee Claims or DIP Claims) have been sent an Administrative / Priority Claim Consent Form pursuant to which the Debtors are seeking the agreement of such Holder to the treatment afforded to such Holder under the Plan. The failure to return the Administrative / Priority Claim Consent Form or the failure to object to the treatment under the Plan by a Holder of an Allowed Administrative Claim (other than Holders of Professional Fee Claims or DIP Claims) shall be deemed to be such Holder’s consent to receive treatment for such Claim that is different from that set forth in section 1129(a)(9) of the Bankruptcy Code. If such Holder of an Administrative Claim does not object to the treatment under the Plan, such Holder shall be deemed a Released Party for all purposes hereunder.

With respect to any Holder of an Administrative Claim (including a claim under 503(b)(9) of the Bankruptcy Code) that (i) does not object to the Plan on account of the treatment contemplated hereby or (ii) does not validly return the Administrative / Priority Claim Consent Form indicating they do not agree with the treatment contemplated under the Plan, as of the Effective Date of the Plan, the Debtors, the Wind-Down Debtors, the Plan Administrator, and any successor-in-interest will waive and release (to the extent not already waived and released) any and all claims, Causes of Action, and other rights against the any such Holder on account of any and all estate causes of action pursuant to chapter 5 of the Bankruptcy Code or under similar or related state or federal statutes and common law including fraudulent transfer laws.

Any amounts remaining in the Administrative / Priority Claims Reserve after payment of all Allowed Administrative Claims and all Allowed Priority Claims shall promptly be transferred to the General Account and shall be distributed according to the priority set forth in Article VIII.F without any further action or order of the Court.

Professional Compensation

Final Fee Applications and Payment of Professional Fee Claims

All final requests for payment of Professional Fee Claims incurred during the period from the Petition Date through the Confirmation Date shall be Filed no later than 45 days after the Effective Date. All such final requests will be subject to approval by the Bankruptcy Court after notice and a hearing in accordance with the procedures established by the Bankruptcy Code, Bankruptcy Rules, and prior orders of the Bankruptcy Court, including the Interim Compensation Order, and once approved by the Bankruptcy Court, shall be promptly paid from the Professional Fee Escrow Account up to the full Allowed amount. Notwithstanding anything to the contrary herein, to the extent that funds held in the Professional Fee Escrow Account are insufficient to satisfy the amount of Professional Fee Claims owing to the Professionals, such Professionals shall have an Allowed Administrative Claim for any such deficiency; provided that in no case should the total amount of the Professional Fee Claims exceed the amounts set forth in the Wind-Down Budget.

Professional Fee Escrow Account

On the Effective Date, the Wind-Down Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals. Such funds shall not be considered property of the Estates or the Plan Administrator. The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals by the Wind-Down Debtors as soon as reasonably practicable after such Professional Fee Claims are Allowed. When all Allowed amounts owing to the Professionals have been paid in full, any amount remaining in the Professional Fee Escrow Account shall promptly be paid to the Wind-Down Debtors without any further action or order of the Bankruptcy Court.

Professional Fee Reserve Amount

Professionals shall reasonably estimate their unpaid Professional Fee Claims, and shall deliver such estimate to the Debtors no later than five days before the Effective Date; provided,

that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of the Professional’s final request for payment of Professional Fee Claims. If a Professional does not provide an estimate, the Debtors or Wind-Down Debtors may estimate the unpaid and unbilled fees and expenses of such Professional.

Post-Confirmation Date Fees and Expenses

Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, the Debtors shall, in the ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable and documented legal, professional, or other fees and expenses incurred by the Professionals, subject to the Wind-Down Budget. Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Wind-Down Debtors or the Plan Administrator, as applicable, may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court.

DIP Claims

As of the Effective Date, the DIP Claims shall be Allowed and deemed to be Allowed Claims in the full amount outstanding under the DIP Credit Agreement and the other DIP Documents, including principal, interest, fees, prepayment premiums and expenses and other amounts constituting obligations under the DIP Credit Agreement. Except to the extent that a Holder of an Allowed DIP Claim agrees, in its sole and absolute discretion, to a less favorable treatment, in full satisfaction of each Allowed DIP Claim, on the Effective Date, each Holder of an Allowed DIP Claim will either: (1) be Paid in Full on the Effective Date or (2) receive such other treatment as agreed to by such Holder, in its sole and absolute discretion, and the Debtors and Wind-Down Debtors, as applicable. As used in this paragraph, “Paid in Full” shall mean the indefeasible repayment in full in Cash of all obligations (including principal, interest, fees, expenses, indemnities, other than contingent indemnification obligations for which no claim has been asserted) under the DIP Senior Credit Facility, the cash collateralization of all treasury and cash management obligations, hedging obligations, and bank product obligations, and the cancelation, replacement, backing, or cash collateralization of letters of credit, in each case, in accordance with the terms of the DIP Senior Credit Facility. The DIP Senior Credit Facility shall not be deemed Paid in Full until such time as (x) the commitments to lend thereunder have been terminated, and (y) the DIP Agents have received (i) a countersigned payoff letter in form and substance satisfactory to such Agent and (ii) releases in form and substance satisfactory to such DIP Agent, each in its sole discretion.

Subject to the Allowed DIP Claims being Paid in Full in accordance with the terms of this Plan, or other such treatment as contemplated by this Article II.C of the Plan, on the Effective Date all Liens and security interests granted to secure such obligations (other than those granted in connection with the payoff arrangements and cash collateralization of such obligations) shall be automatically terminated and of no further force and effect without any further notice to or action, order, or approval of the Bankruptcy Court or any other Entity.

Statutory Fees

All fees due and payable pursuant to section 1930 of Title 28 of the United States Code before the Effective Date shall be paid by the Debtors. On and after the Effective Date, the Wind-Down Debtors shall pay any and all such fees when due and payable, and shall File with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee. Each Wind-Down Debtor shall remain obligated to pay quarterly fees to the U.S. Trustee until the earliest of the applicable Debtor’s Chapter 11 Case being closed, dismissed, or converted to a case under chapter 7 of the Bankruptcy Code.

ARTICLE III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

Summary of Classification

Claims and Interests, except for DIP Claims, Administrative Claims, and Priority Tax Claims, are classified in the Classes set forth in this Article III. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes. Except as otherwise provided in this Plan, a Claim or Interest also is classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and has not been paid, released, or otherwise satisfied before the Effective Date.

Class Identification

The classification of Claims and Interests against each Debtor (as applicable) pursuant to the Plan is as follows:


Class	Claim or Interest	Status	Voting Rights

1	Other Priority Claims	Unimpaired	Presumed to Accept

2	Other Secured Claims	Unimpaired	Presumed to Accept

3	ABL Claims	Unimpaired	Presumed to Accept

4	Term Loan Claims	Impaired	Entitled to Vote

5	General Unsecured Claims	Impaired	Entitled to Vote

6	Intercompany Claims	Unimpaired / Impaired	Not Entitled to Vote

7	Intercompany Interests	Impaired	Deemed to Reject

8	Interests in Pier 1	Impaired	Deemed to Reject

9	Section 510(b) Claims	Impaired	Deemed to Reject

Treatment of Claims and Interests

Subject to Article VI hereof, each holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under the Plan the treatment described below in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, such holder’s Allowed Claim or Allowed Interest, except to the extent different treatment is agreed to by the Debtors and the holder of such Allowed Claim or Allowed Interest, as applicable. Unless otherwise indicated, the holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment on the later of the Effective Date and the date such holder’s Claim or Interest becomes an Allowed Claim or Allowed Interest or as soon as reasonably practicable thereafter.

Class 1 – Other Priority Claims

Classification: Class 1 consists of Other Priority Claims.

Treatment: All known Holders of Other Priority Claims have been sent an Administrative / Priority Claim Consent Form pursuant to which the Debtors are seeking the agreement of such party to the treatment afforded to such Holder hereunder. The treatment afforded to Holders of Other Priority Claims hereunder is only available if each such Holder agrees to such treatment. The failure to return the Administrative /Priority Claim Consent Form or to object to the Plan shall be deemed to be such Holder’s consent to accept less than full payment of its Claim as required by section 1129(a)(9) and as contemplated under sections 1124 and 1123(a)(4) of the Bankruptcy Code, and in full and final satisfaction, compromise, settlement, and release of and in exchange for each Allowed Other Priority Claim, each Holder of an Allowed Other Priority Claim shall receive its Pro Rata share of the Administrative / Priority Claims Recovery on the Effective Date, or as soon as reasonably practicable thereafter. If such Holder does not object to the Plan, such Holder shall be deemed a Released Party for all purposes hereunder.

Voting: Class 1 is Unimpaired. Holders of Class 1 Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code, and are not entitled to vote to accept or reject the Plan.

Class 2 – Other Secured Claims

Classification: Class 2 consists of Other Secured Claims against any Debtor.

Treatment: In full and final satisfaction of each Allowed Other Secured Claim, except to the extent that a Holder of an Allowed Other Secured Claim agrees to a less favorable treatment, each Holder thereof will receive: (a) payment in full in Cash; (b) delivery

of the collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; (c) Reinstatement of such Claim; or (d) other treatment rendering such Claim Unimpaired.

Voting: Class 2 is Unimpaired. Holders of Class 2 Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code, and are not entitled to vote to accept or reject the Plan.

Class 3 – ABL Claims

Classification: Class 3 consists of all ABL Claims.

Allowance: The ABL Claims shall be Allowed in the aggregate face amount of the then outstanding amount under the ABL Credit Agreement, plus any unreimbursed amounts thereunder, and any accrued but unpaid interest on such unreimbursed amounts through the Effective Date, plus any fees, charges, expenses, reimbursement obligations, indemnification obligations, prepayment premiums, and other amounts due under the ABL Credit Agreement.

Treatment: In full and final satisfaction, compromise, settlement, release, and discharge of its Claim (unless the applicable Holder agrees to a less favorable treatment), to the extent not already indefeasibly paid in full in cash or “rolled up” or converted into DIP Facility Obligations pursuant to the DIP Order before the Effective Date, each Holder of an Allowed ABL Claim shall (i) receive Distributable Proceeds of ABL Priority Collateral up to the full amount of its Allowed ABL Claim and (ii) all issued and undrawn letters of credit shall be replaced or cash collateralized in the amounts specified under the ABL Credit Agreement.

Voting: Class 3 is Unimpaired. Holders of Allowed Class 3 Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

Class 4 – Term Loan Claims

Classification: Class 4 consists of all Term Loan Claims.

Allowance: The Term Loan Claims shall be Allowed in the aggregate amount of $189,000,000, plus accrued but unpaid interest, fees and all other amounts due under the Term Loan Credit Agreement.

If such Holder votes to accept the Plan, such Holder shall be deemed a Released Party for all purposes hereunder.

Voting: Class 4 is Impaired. Holders of Allowed Class 4 Claims are entitled to vote to accept or reject the Plan.

Class 5 – General Unsecured Claims

Classification: Class 5 consists of all General Unsecured Claims.

its Pro Rata share of the Distributable Proceeds pursuant to the Waterfall Recovery, only if Distributable Proceeds are available after all senior Claims (including, for the avoidance of doubt, the Term Loan Claims and Administrative Claims) are paid in full; and

ii.

a complete waiver and release of any and all claims, Causes of Action, and other rights against the Holders of Allowed Class 5 Claims based on claims pursuant to chapter 5 of the Bankruptcy Code or under similar or related state or federal statutes and common law including fraudulent transfer laws from the Debtors, the Wind-Down Debtors, their Estates, and the Plan Administrator, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities, subject to and in accordance with Article X of the Plan.

Voting: Class 5 is Impaired. Holders of Allowed Class 5 Claims are entitled to vote to accept or reject the Plan.

Class 6 – Intercompany Claims

Classification: Class 6 consists of all Intercompany Claims.

Treatment: In full and final satisfaction of each Allowed Intercompany Claim, each Allowed Intercompany Claim, unless otherwise provided for under the Plan, will either be Reinstated, distributed, contributed, set off, settled, cancelled and released or otherwise addressed at the option of the Debtors in consultation with the Required Consenting Term Lenders; provided, that no distributions shall be made on account of any such Intercompany Claims.

Voting: Class 6 is either Unimpaired, and the Holders of Intercompany Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code, or Impaired or the Holders of Allowed Class 6 Claims are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Holders of Intercompany Claims are not entitled to vote to accept or reject the Plan.

Class 7 – Intercompany Interests

Classification: Class 7 consists of all Intercompany Interests.

Treatment: Intercompany Interests shall be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and Holders of Intercompany Interests will not receive any distribution on account of such Intercompany Interests.

Voting: Class 7 is Impaired, and Holders of Intercompany Interests are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

Class 8 – Interests in Pier 1

Classification: Class 8 consists of all Interests in Pier 1.

Treatment: In full and final satisfaction of each Allowed Interest in Pier 1, each Allowed Interest in Pier 1 shall be canceled, released, and extinguished, and will be of no further force or effect and no Holder of Interests in Pier 1 shall be entitled to any recovery or distribution under the Plan on account of such Interests.

Voting: Class 8 is Impaired. Holders of Interests in Pier 1 are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

Class 9– Section 510(b) Claims

Classification: Class 9 consists of all Section 510(b) Claims.

Treatment: Section 510(b) Claims will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and each Holder of a Section 510(b) Claim will not receive any distribution on account of such Section 510(b) Claim. The Debtors are not aware of any valid Section 510(b) Claims and believe that no such Section 510(b) Claims exist.

Voting: Class 9 is Impaired. Holders of Section 510(b) Claims are deemed to have rejected the Plan under section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by at least one Impaired Class of Claims. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class(es) of Claims and Interests. The Debtors reserve the right to modify the Plan in accordance with Article X hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including by modifying the treatment applicable to a Class of Claims to render such Class of Claims Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules.

Elimination of Vacant Classes

Any Class of Claims or Interests that does not have a Holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.

Voting Classes; Presumed Acceptance by Non-Voting Classes

If a Class of Claims or Interests is eligible to vote and no Holder of Claims or Interests, as applicable, in such Class votes to accept or reject the Plan, the Plan shall be presumed accepted by such Class.

Subordinated Claims and Interests

The allowance, classification, and treatment of all Allowed Claims and Allowed Interests and their respective distributions and treatments under the Plan take into account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Debtors or Wind-Down Debtors, as applicable, reserve the right to re-classify any Allowed Claim or Interest in accordance with any contractual, legal, or equitable subordination relating thereto.

ARTICLE IV.

MEANS FOR IMPLEMENTATION OF THE PLAN

Restructuring Transactions

On the Effective Date, or as soon as reasonably practicable thereafter, the Wind-Down Debtors shall take all actions as may be necessary or appropriate to effectuate the Restructuring Transactions, including, without limitation: (a) the execution and delivery of any appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law; (d) such other transactions that are required to effectuate the Restructuring Transactions; (e) all transactions necessary to provide for the purchase of some or all of the assets of, or Interests in, any of the Debtors which purchase may be structured as a taxable transaction for United States federal income tax purposes; and (f) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law; provided, however, that no such Restructuring Transactions may violate the terms of any Executory Contract or Unexpired Lease assumed by the Debtors.

Cancellation of Notes, Instruments, Certificates, and Other Documents

On the Effective Date, except as otherwise specifically provided for in the Plan (including, without limitation, the satisfaction of the DIP Claims in accordance with Article II.C of the Plan): (1) any certificate, share, note, bond, indenture, purchase right, or other instrument or document, directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest, equity, or portfolio interest in the Debtors or any warrants, options, or other securities exercisable or exchangeable for, or convertible into, debt, equity, ownership, or profits interests in the Debtors giving rise to any Claim or Interest shall be canceled and deemed surrendered as to the Debtors and shall not have any continuing obligations thereunder; and (2) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificates or articles of incorporation or similar documents governing the

shares, certificates, notes, bonds, indenture, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors shall be fully released, settled, and compromised; provided, that notwithstanding Confirmation or Consummation, any such instrument or document that governs the rights of a Holder of a Claim or Interest shall continue in effect solely for purposes of: (1) allowing Holders to receive distributions under the Plan; (2) allowing the Term Loan Agent to enforce its rights, claims, and interests vis-à-vis any parties other than the Released Parties; (3) allowing the Term Loan Agent to make the distributions in accordance with the Plan (if any); (4) preserving any rights of the Term Loan Agent to payment of fees, expenses, and indemnification obligations as against any money or property distributable to the Holders under Term Loan Credit Agreement, including any rights to priority of payment and/or to exercise charging liens; (5) allowing the Term Loan Agent to enforce any obligations owed it under the Plan; (6) allowing the Term Loan Agent to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court, including, but not limited, to enforce the respective obligations owed to such parties under the Plan; and (7) permitting the Term Loan Agent to perform any functions that are necessary to effectuate the foregoing.

General Settlement of Claims

Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good faith compromise of all Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of such Allowed Claim or Interest. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their respective Estates, and holders of Claims and Interests and is fair, equitable, and reasonable. In accordance with the provisions of the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the Wind-Down Debtors may compromise and settle Claims against the Debtors and their respective Estates and Causes of Action against other Entities.

Means for Implementation

Any Asset Sale Transaction will be either (a) conducted pursuant to the Bidding Procedures and approved as part of the Confirmation of the Plan, (b) approved by the Bankruptcy Court prior to the Effective Date, or (c) otherwise authorized by the Plan.

Sources of Consideration for Plan Distributions

The Plan Administrator will fund distributions under the Plan with Cash on hand on the Effective Date and the revenues and proceeds of all assets of the Debtors, including proceeds from all Causes of Action not settled, released, discharged, enjoined, or exculpated under the Plan or otherwise on or prior to the Effective Date.

Vesting of Assets

Except as otherwise provided in the Plan, or any agreement, instrument, or other document incorporated herein or therein, on the Effective Date, the assets of the Debtors shall vest in the Wind-Down Debtors for the purpose of liquidating the Estates, free and clear of all Liens, Claims, charges, or other encumbrances. On and after the Effective Date, the Debtors and the Wind-Down Debtors may (at the direction of the Plan Administrator) use, acquire, or dispose of property, and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

Wind-Down Debtors

On and after the Effective Date, if applicable, the Wind-Down Debtors shall continue in existence for purposes of (a) winding down the Debtors’ business and affairs as expeditiously as reasonably possible in accordance with the Wind-Down Budget, (b) resolving Disputed Claims, (c) making distributions on account of Allowed Claims as provided hereunder, (d) establishing and funding the Distribution Reserve Accounts in accordance with the Wind-Down Budget, (e) enforcing and prosecuting claims, interests, rights, and privileges under the Causes of Action on the Retained Causes of Action List in an efficacious manner and only to the extent the benefits of such enforcement or prosecution are reasonably believed to outweigh the costs associated therewith, (f) filing appropriate tax returns, (g) complying with its continuing obligations under the Purchase Agreements, if any, (h) liquidating all assets of the Wind-Down Debtors, and (i) otherwise administering the Plan in an efficacious manner consistent with the Plan. The Wind-Down Debtors shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters, including (i) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court and (ii) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court, in each case without the need or requirement for the Plan Administrator to file motions or substitutions of parties or counsel in each such matter.

Plan Administrator

As set forth below, the Plan Administrator shall act for the Wind-Down Debtors in the same fiduciary capacity as applicable to a board of managers, directors, and officers, subject to the provisions hereof (and all certificates of formation, membership agreements, and related documents are deemed amended by the Plan to permit and authorize the same) and retain and have all the rights, powers, and duties necessary to carry out his or her responsibilities under this Plan in accordance with the Wind-Down and as otherwise provided in the Confirmation Order. On the Effective Date, the authority, power, and incumbency of the persons acting as managers, directors, and officers of the Wind-Down Debtors shall be deemed to have resigned, and the Plan Administrator shall be appointed as the sole manager, sole director, and sole officer of the Wind-Down Debtors, and shall succeed to the powers of the Wind-Down Debtors’ managers, directors, and officers.

From and after the Effective Date, the Plan Administrator shall be the sole representative of, and shall act for, the Wind-Down Debtors as further described in Article VII hereof. The Plan Administrator shall have the authority to sell, liquidate, or otherwise dispose of any and all of the Wind-Down Debtors’ assets without any additional notice to or approval from the Bankruptcy Court.

Claims Representative

On or prior to the Confirmation Date, the Creditors’ Committee, upon consultation with the Required Consenting Term Lenders shall appoint the Claims Representative to participate in the post-Effective Date Claims reconciliation process. The Claims Representative shall be tasked with ensuring an efficient and fair claims reconciliation process, and overseeing the prosecution of estate causes of action under section 547 that are not covered by waiver or otherwise released, including the retention of a firm to prosecute such claims if appropriate, which firm shall be mutually agreed by the Required Consenting Term Lenders and Committee. The terms of the Claims Representative’s engagement shall be included in the Plan Supplement and are to be reasonably acceptable to both the Required Consenting Term Lenders and the Creditors’ Committee. For the avoidance of doubt, compensation for the Claims Representative’s duties shall not exceed $50,000.

Board of the Debtors

As of the Effective Date, the existing board of directors or managers, as applicable, of the Debtors shall be dissolved without any further action required on the part of the Debtors or the Debtors’ officers, directors, managers, shareholders, or members, and any remaining officers, directors, managers, or managing members of any Debtor shall be dismissed without any further action required on the part of any such Debtor, the equity holders of the Debtors, the officers, directors, or managers, as applicable, of the Debtors, or the members of any Debtor. Subject in all respects to the terms of this Plan, the Debtors shall be dissolved as soon as practicable on or after the Effective Date, but in no event later than the closing of the Chapter 11 Cases.

As of the Effective Date, the Plan Administrator shall act as the sole officer, director, and manager, as applicable, of the Debtors with respect to its affairs. Subject in all respects to the terms of this Plan, the Plan Administrator shall have the power and authority to take any action necessary to wind down and dissolve any of the Debtors, and shall: (a) file a certificate of dissolution for any of the Debtors, together with all other necessary corporate and company documents, to effect the dissolution of any of the Debtors under the applicable laws of each applicable Debtor’s state of formation; and (b) complete and file all final or otherwise required federal, state, and local tax returns and shall pay taxes required to be paid for any of the Debtors, and pursuant to section 505(b) of the Bankruptcy Code, request an expedited determination of any unpaid tax liability of any of the Debtors or their Estates for any tax incurred during the administration of such Debtor’s Chapter 11 Case, as determined under applicable tax laws; and (c) represent the interests of the Debtors or the Estates before any taxing authority in all tax matters, including any action, suit, proceeding, or audit.

The filing by the Plan Administrator of any of the Debtors’ certificate of dissolution shall be authorized and approved in all respects without further action under applicable law, regulation, order, or rule, including any action by the stockholders, members, board of directors, or board of managers of Pier 1 or any of its affiliates.

Release of Liens

Except as otherwise provided herein or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Debtors’ Estates shall be fully released, settled, and compromised, and the holder of such mortgages, deeds of trust, Liens, pledges, or other security interest against any property of the Debtors’ Estates shall be authorized to take such actions as may be reasonably requested by the Debtors to evidence such releases.

Preservation of Causes of Action

Unless any Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Debtors shall convey to the Plan Administrator all rights to commence, prosecute or settle, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, which shall vest in the Plan Administrator pursuant to the terms of the Plan. The Plan Administrator may enforce all rights to commence, prosecute, or settle, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, and the Plan Administrator’s rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. The Plan Administrator may, in its reasonable business judgment, pursue such Causes of Action and may retain and compensate professionals in the analysis or pursuit of such Causes of Action to the extent the Plan Administrator deems appropriate, including on a contingency fee basis. No Entity may rely on the absence of a specific reference in the Plan, the Disclosure Statement, or the Plan Supplement to any Cause of Action against them as any indication that the Debtors or the Plan Administrator will not pursue any and all available Causes of Action against them. The Debtors and the Plan Administrator expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan; provided that the Debtors, in consultation with the Plan Administrator after the Effective Date, may prosecute any such Cause of Action against any party only in connection with their objection to and resolution of any Claim asserted by such party. Unless any Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, the Plan Administrator expressly reserves all Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation. The Plan Administrator reserves and shall retain the foregoing Causes of Action notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. The Plan Administrator shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, or to take any action contemplated by this section, without the consent or approval of any third party or any further notice to, or action, order, or approval of, the Bankruptcy Court.

Director and Officer Liability Insurance

The Debtors shall be deemed to have assumed all of the Debtors’ D&O Liability Insurance Policies pursuant to section 365(a) of the Bankruptcy Code effective as of the Effective Date (whether or not such policies are listed on the Schedule of Assumed Executory Contracts), and coverage for defense and indemnity under any of the D&O Liability Insurance Policies shall remain available to all individuals within the definition of “Insured” in any of the D&O Liability Insurance Policies. Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the unexpired D&O Liability Insurance Policies. Notwithstanding anything to the contrary contained in the Plan, and except as otherwise may be provided in an order from the Bankruptcy Court, Confirmation of the Plan shall not discharge, impair, or otherwise modify any indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such indemnity obligation will be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be filed; provided, however, that the Holder(s) of a Claim for an indemnity obligation will look only to the D&O Liability Insurance Policies for recovery and not the Estates.

10.

Termination of Non-Qualified Deferred Compensation Trust Plans

The Non-Qualified Deferred Compensation Trust Plans shall be terminated on the Effective Date.

Exemption from Certain Transfer Taxes and Fees

To the maximum extent provided by section 1146(a) of the Bankruptcy Code, any transfers of property pursuant hereto, including the Asset Sale Transaction, or the issuance, transfer or exchange of any security under the Plan shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, or other similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents pursuant to such transfers of property without the payment of any such tax, recordation fee, or governmental assessment.

ARTICLE V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

Assumption and Rejection of Executory Contracts and Unexpired Leases

On the Effective Date, except as otherwise provided herein, each Executory Contract and Unexpired Lease not previously rejected, assumed, assumed and assigned, or included in a Rejection Notice (including, for the avoidance of doubt, each of the Unexpired Leases included on the Rejection Notice filed at Docket No. 841) shall be deemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease: (1) is specifically described in the Plan as to be assumed in connection with confirmation of the Plan, or is specifically scheduled to be assumed or assumed and assigned pursuant to the Plan or the Plan Supplement; (2) is subject to a pending motion to assume such Unexpired Lease

or Executory Contract as of the Confirmation Date; (3) is to be assumed by the Debtors or assumed by the Debtors and assigned to another third party, as applicable, in connection with the any sale transaction that is the subject of a pending motion as of the Confirmation Date; (4) is a contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan; (5) is a D&O Liability Insurance Policy; or (6) is listed on the Schedule of Rejected Executory Contracts and Unexpired Leases as of the Confirmation Date for rejection effective on a date that occurs after the Effective Date. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions, assignments, and rejections, including the assumption of the Executory Contracts or Unexpired Leases as provided in the Plan Supplement, pursuant to sections 365(a) and 1123 of the Bankruptcy Code.

Claims Based on Rejection of Executory Contracts or Unexpired Leases

Counterparties to Executory Contracts or Unexpired Leases listed on the Schedule of Rejected Executory Contracts and Unexpired Leases or otherwise Rejected pursuant to the Plan shall be served with a notice of rejection of Executory Contracts and Unexpired Leases substantially in the form approved by the Bankruptcy Court pursuant to the Bankruptcy Court order approving the Disclosure Statement as soon as reasonably practicable following the filing of the Plan Supplement. The notice of the Plan Supplement shall also be deemed appropriate notice of rejection when served on applicable parties. Proofs of Claims with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, if any, must be Filed with the Notice and Claims Agent by the later of the date that is thirty (30) days after (1) the entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection; (2) the Effective Date; and (3) the effective date of any rejection that occurs after the Effective Date. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease that are not Filed within such time shall be barred from asserting such claims against the Debtors and precluded from voting on any plans of reorganization filed in these Chapter 11 Cases and/or receiving distributions from the Debtors on account of such claims in these Chapter 11 Cases. The Debtors or the Wind-Down Debtors, as applicable, shall be authorized to update the Claims Register to remove any Claims not timely filed; provided that the Debtors will provide notice to such Claimant at the address or email address on the Proof of Claim, to the extent such information is provided, informing such Claimant that its Claim will be removed from the Claims Register as a result of being untimely filed. Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated in accordance with Article III of the Plan.

Cure of Defaults for Assumed Executory Contracts and Unexpired Leases

Any Cure Obligations under each Executory Contract and Unexpired Lease to be assumed pursuant to the Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by performance or payment of the Cure Obligation in Cash on or after the Effective Date, subject to the limitation described below, or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of a dispute regarding (1) the Cure Obligation, (2) the ability of the Wind-Down Debtors or any assignee, as applicable, to provide “adequate assurance of future performance” (with the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (3) any other matter pertaining to assumption, the Cure Obligations shall be made following the entry of a Final Order resolving the dispute and approving the assumption.

At least 14 days before the Voting Deadline, the Debtors shall distribute, or cause to be distributed, Cure Notices to the applicable third parties and their counsel (if known). Any objection by a counterparty to an Executory Contract or Unexpired Lease to the proposed assumption, assumption and assignment, or related Cure amount must be Filed by the Cure/Assumption Objection Deadline. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption, assumption and assignment, or Cure Notice will be deemed to have assented to such assumption or assumption and assignment, and Cure amount. To the extent that the Debtors seek to assume and assign an Unexpired Lease pursuant to the Plan, the Debtors will identify the assignee in the applicable Cure Notice and/or Schedule and provide “adequate assurance of future performance” for such assignee (within the meaning of section 365 of the Bankruptcy Code) under the applicable Executory Contract or Unexpired Lease to be assumed and assigned, which adequate assurance information will be provided with the Cure Notice.

Assumption or assumption and assignment of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise, and the satisfaction of the Cure Obligations, shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time before the date that the Debtors assume or assume and assign such Executory Contract or Unexpired Lease. Any Proofs of Claim Filed with respect to an Executory Contract or Unexpired Lease that has been assumed or assumed and assigned shall be barred from asserting such claims against the Debtors and precluded from voting on any plans of reorganization filed in these Chapter 11 Cases and/or receiving distributions from the Debtors on account of such claims in these Chapter 11 Cases. The Debtors or the Wind-Down Debtors, as applicable, shall be authorized to update the Claims Register to remove any claims Filed with respect to an Executory Contract or Unexpired Lease that has been assumed or assumed and assigned; provided that the Debtors will provide notice to such Claimant at the address or email address on the Proof of Claim, to the extent such information is provided, informing such Claimant that its Claim will be removed from the Claims Register. For the avoidance of doubt, with respect to any asserted non-monetary Cure Obligations, such Cure obligations may be cured (or resolved) by the assignee and the applicable counterparty in the ordinary course of business following the assumption and all parties reserve all rights with respect to any such asserted Cure obligations.

Indemnification Obligations

All indemnification obligations in place as of the Effective Date (whether in the by laws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for the current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors, as applicable, shall be assumed and remain in full force and effect after the Effective Date, and shall not be modified, reduced, discharged, impaired, or otherwise affected in any way, and shall survive Unimpaired and unaffected, irrespective of when such obligation arose; provided, however, that neither the Term Loan Lenders nor any Purchaser shall have any liability or other responsibility for any such obligation, which shall solely be an obligation of the Plan Administrator (if an Asset Sale Transaction occurs) and any applicable insurance company.

Insurance Policies

Without limiting Article IV.D.8, all of the Debtors’ insurance policies and any agreements, documents, or instruments relating thereto, are treated as and deemed to be Executory Contracts under the Plan. On the Effective Date, the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents, and instruments related thereto.

Modifications, Amendments, Supplements, Restatements, or Other Agreements

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed (or assumed and assigned) shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and Executory Contracts and Unexpired Leases related thereto, if any, including easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under the Plan.

Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith.

Reservation of Rights

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the Schedule of Rejected Executory Contracts and Unexpired Leases or the Schedule of Assumed Executory Contracts and Unexpired Leases, nor anything contained in the Plan, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any Debtor has any liability thereunder.

Nonoccurrence of Effective Date

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting any Executory Contract or Unexpired Lease pursuant to section 365(d)(4) of the Bankruptcy Code.

Contracts and Leases Entered Into After the Petition Date

Contracts and leases entered into in the ordinary course of business after the Petition Date by any Debtor, including any Executory Contracts and/or Unexpired Leases assumed by such Debtor, will be performed by the applicable Debtor or Wind-Down Debtor in the ordinary course of its business. Accordingly, such contracts and leases (including any assumed Executory Contracts and Unexpired Leases) that have not been rejected under the Plan will survive and remain unaffected by entry of the Confirmation Order, except as provided therein.

ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS

Timing and Calculation of Amounts to Be Distributed

Unless otherwise provided herein, on the Effective Date (or, if a Claim is not an Allowed Claim on the Effective Date, on the date that such Claim becomes Allowed or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim or Interest (or such Holder’s affiliate) shall receive the full amount of the distributions that the Plan provides for Allowed Claims and Interests in each applicable Class. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. Except as otherwise provided in the Plan, Holders of Claims shall not be entitled to interest, dividends, or accruals on the distributions provided for in the Plan, regardless of whether such distributions are delivered on or at any time after the Effective Date.

Delivery of Distributions and Undeliverable or Unclaimed Distributions

Delivery of Distributions

Delivery of Distributions in General

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims, except as otherwise provided in this Article VI, or Interests shall be made to Holders of record as of the Distribution Record Date by the Wind-Down Debtors: (1) to the signatory set forth on any of the Proof of Claim Filed by such Holder or other representative identified therein (or at the last known addresses of such Holder if no Proof of Claim is Filed or if the Debtors have been notified in writing of a change of address); (2) at the addresses set forth in any written notices of address changes delivered to the Wind-Down Debtors after the date of any related Proof of Claim; (3) at the addresses reflected in the Schedules if no Proof of Claim has been Filed and the Wind-Down Debtors have not received a written notice of a change of address; or (4) on any counsel that has appeared in the Chapter 11 Cases on such Holder’s behalf. Subject to this Article VI, distributions under the Plan on account of Allowed Claims shall not be subject to levy, garnishment, attachment, or like legal process, so that each Holder of an Allowed Claim shall have and receive the benefit of the distributions in the manner set forth in the Plan. The Debtors and the Wind-Down Debtors shall not incur any liability whatsoever on account of any distributions under the Plan except for gross negligence or willful misconduct.

All Distributions on account of Allowed Term Loan Claims shall be made to or at the direction of the Term Loan Agent for further distribution to the Term Loan Lenders in accordance with the Term Loan Credit Agreement and the Plan, and shall be deemed completed when made to or at the direction of the Term Loan Agent. As soon as practicable following any delivery of distributions to the Term Loan Agent on account of Allowed Term Loan Claims, the Term Loan Agent shall arrange to deliver any such distributions to the Term Loan Lenders in accordance with the Term Loan Credit Agreement and the Plan. For the avoidance of doubt, the Term Loan Agent shall have no liability to any party for actions taken in accordance with this Plan or in reliance upon information provided to it in accordance with this Plan, and the Wind-Down Debtors shall reimburse the Term Loan Agent for any reasonable and documented fees and expenses (including reasonable and documented fees and expenses of its counsel and agents), subject to the Wind-Down Budget, incurred on or after the Effective Date in connection with the implementation of the Plan, including but not limited to, making distributions pursuant to and in accordance with the Plan.

2. Minimum Distributions

Holders of Allowed Claims entitled to distributions of $100 or less shall not receive distributions, and each such Claim shall be discharged pursuant to Article VIII and its Holder is forever barred pursuant to Article VIII from asserting that Claim against the Wind-Down Debtors or their property.

3. Undeliverable Distributions and Unclaimed Property

In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Wind-Down Debtors or the Plan Administrator, as applicable, have determined the then current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided, that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six (6) months from the Effective Date. After such date, all unclaimed property or interests in property shall revert to the applicable Wind-Down Debtors or the Plan Administrator, as applicable, without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim of any Holder to such property or Interest in property shall be discharged and forever barred.

C. Tax Issues and Compliance with Tax Requirements

In connection with the Plan, to the extent applicable, the Debtors, Wind-Down Debtors or the Plan Administrator, as applicable, shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, the Wind-Down Debtors or the Plan Administrator, as applicable, shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including withholding distributions pending receipt of information necessary to facilitate such distributions, or establishing any other mechanisms they believe are reasonable and appropriate. The Wind-Down Debtors reserve the right to allocate all distributions made under the Plan in compliance with applicable wage garnishments, alimony, child support, and other spousal awards, liens, and encumbrances.

Property deposited into the various Claim distribution accounts described elsewhere in the Plan (including the Administrative / Priority Claims Reserve, Other Secured Claims Reserve, and the General Account) will be subject to disputed ownership fund treatment under section 1.468B-9 of the United States Treasury Regulations. All corresponding elections with respect to such accounts shall be made, and such treatment shall be applied to the extent possible for state, local, and non-U.S. tax purposes. Under such treatment, a separate federal income tax return shall be filed with the IRS with respect to such accounts, any taxes (including with respect to interest, if any, or appreciation in property between the Effective Date and date of distribution) imposed on such accounts shall be paid out of the assets of such accounts (and reductions shall be made to amounts disbursed from such accounts to account for the need to pay such taxes).

D. Allocations

Distributions in respect of Allowed Claims shall be allocated first to the principal amount of such Claims (as determined for federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the Claims, to any portion of such Claims for accrued but unpaid interest as Allowed herein.

E. No Postpetition Interest on Claims

Unless otherwise specifically provided for in an order of the Bankruptcy Court, the Plan, or the Confirmation Order, or required by applicable bankruptcy law, postpetition interest shall not accrue or be paid on any Claims and no Holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any such Claim.

F. Setoffs and Recoupment

The Debtors or the Wind-Down Debtors, as applicable, may, but shall not be required to, set off against or recoup any payments or distributions to be made pursuant to the Plan in respect of any Claims of any nature whatsoever that the Debtors or the Wind-Down Debtors may have against the claimant, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Wind-Down Debtors of any such Claim it may have against the Holder of such Claim.

Notwithstanding anything to the contrary in the Plan, the Restructuring Documents, the Plan Supplement, or any other documents related to any of the foregoing, nothing shall modify the rights, if any, of any holder of Claims or any current or former party to an executory contract, whether currently or previously executory, or lease of non-residential real property to assert any right of setoff or recoupment that such party may have under applicable bankruptcy or non-bankruptcy law (including the express assertion of such setoff or recoupment through a timely filed proof of claim), including, but not limited to: (i) the ability, if any, of such parties to setoff or recoup a security deposit held pursuant to the terms of their unexpired lease(s) with the Debtors, or any successors to the Debtors, under the Plan; (ii) assertion of rights of setoff or recoupment, if any, in connection with Claims reconciliation; or (iii) assertion of setoff or recoupment as a defense, if any, to any claim or action by the Debtors, Wind-Down Debtors, Plan Administrator, Monitor or any successors of the Debtors or Wind-Down Debtors. The Debtors reserve all rights related thereto.

G. Claims Paid or Payable by Third Parties

1. Claims Paid by Third Parties

To the extent that the Holder of an Allowed Claim receives payment in full on account of such Claim from a party that is not a Debtor or Wind-Down Debtor, such Holder shall be barred from asserting such Claim against the Debtors and precluded from voting on any plans of reorganization filed in these Chapter 11 Cases and/or receiving distributions from the Debtors on account of such claims in these Chapter 11 Cases. The Debtors or the Wind-Down Debtors, as applicable, shall be authorized to update the Claims Register to remove any claims Filed with respect to an Executory Contract or Unexpired Lease that received payment in full on account of such Claim from a party that is not a Debtor or Wind-Down Debtor; provided that the Debtors will provide notice to such Claimant at the address or email address on the Proof of Claim, to the extent such information is provided, informing such Claimant that its Claim will be removed from the Claims Register. To the extent a Holder of a Claim receives a distribution on account of such Claim and receives payment from a party that is not a Debtor or Wind-Down Debtor on account of such Claim, such Holder shall, within 14 days of receipt thereof, repay or return the distribution to the applicable Debtor or Wind-Down Debtor, to the extent the Holder’s total recovery on account of such Claim from the third party and under the Plan exceeds the amount of such Claim as of the date of any such distribution under the Plan. The failure of such Holder to timely repay or return such distribution shall result in the Holder owing the applicable Debtor annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the 14-day grace period specified above until the amount is repaid.

2. Claims Payable by Third Parties

No distributions under the Plan shall be made on account of an Allowed Claim that is payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim has exhausted all remedies with respect to such insurance policy. To the extent that one or more of the Debtors’ insurers agrees to satisfy in full or in part a Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers’ agreement, the Debtors or the Wind-Down Debtors, as applicable, shall be authorized to update the Claims Register to remove the applicable portion of such Claim; provided that the Debtors will provide notice to such Claimant at the address or email address on the Proof of Claim, to the extent such information is provided, informing such Claimant that its Claim will be removed from the Claims Register.

3. Applicability of Insurance Policies

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be in accordance with the provisions of any applicable insurance policy. Notwithstanding anything herein to the contrary (including, without limitation, Article VIII), nothing shall constitute or be deemed a release, settlement, satisfaction, compromise, or waiver of any Cause of Action that the Debtors or any other Entity may hold against any other Entity, including insurers under any

policies of insurance or applicable indemnity, nor shall anything contained herein constitute or be deemed a waiver by such insurers of any defenses, including coverage defenses, held by such insurers.

ARTICLE VII.

THE PLAN ADMINISTRATOR

A. The Plan Administrator

The powers of the Plan Administrator shall include any and all powers and authority to implement the Plan and to administer and distribute the Distribution Reserve Accounts and wind down the business and affairs of the Debtors and Wind-Down Debtors, including (all without further order of the Bankruptcy Court): (1) liquidating, receiving, holding, investing, supervising, and protecting the assets of the Wind-Down Debtors in accordance with the Wind-Down Reserve; (2) taking all steps to execute all instruments and documents necessary to effectuate the distributions to be made under the Plan from the Distribution Reserve Accounts in accordance with the Wind-Down Reserve; (3) making distributions from the Distribution Reserve Accounts as contemplated under the Plan; (4) establishing and maintaining bank accounts in the name of the Wind-Down Debtors; (5) subject to the terms set forth herein, employing, retaining, terminating, or replacing professionals to represent it with respect to its responsibilities or otherwise effectuating the Plan to the extent necessary; (6) paying all reasonable fees, expenses, debts, charges, and liabilities of the Wind-Down Debtors; (7) administering and paying taxes of the Wind-Down Debtors, including filing tax returns; (8) representing the interests of the Wind-Down Debtors or the Estates before any taxing authority in all matters, including any action, suit, proceeding, or audit; and (9) exercising such other powers as may be vested in it pursuant to order of the Bankruptcy Court or pursuant to the Plan, or as it reasonably deems to be necessary and proper to carry out the provisions of the Plan in accordance with the Wind-Down Reserve.

The Plan Administrator may resign at any time upon 30 days’ written notice delivered to the Consenting Term Lenders, the Wind-Down Debtors, and the Bankruptcy Court; provided that such resignation shall only become effective upon the appointment of a permanent or interim successor Plan Administrator, to be chosen by the Required Consenting Term Lenders, with the consent of the Debtors (not to be unreasonably withheld). Upon its appointment, the successor Plan Administrator, without any further act, shall become fully vested with all of the rights, powers, duties, and obligations of its predecessor and all responsibilities of the predecessor Plan Administrator relating to the Wind-Down Debtors shall be terminated.

1. Plan Administrator Rights and Powers

The Plan Administrator shall retain and have all the rights, powers, and duties necessary to carry out his or her responsibilities under this Plan in accordance with the Wind-Down Reserve, and as otherwise provided in the Confirmation Order. The Plan Administrator shall be the exclusive trustee of the assets of the Wind-Down Debtors for the purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representative of the Estates appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code.

2. Wind-Down Budget

The Wind-Down Budget (as modified, amended or supplemented in accordance with the Wind-Down Order) shall continue in full force and effect during the Wind Down. The Debtors will file an updated Wind-Down Budget as part of the Plan Supplement.

3. Monitor

The Required Consenting Term Lenders, upon consultation with the Creditors’ Committee shall appoint the Monitor on or before the Confirmation Date. The Monitor will work cooperatively with the Plan Administrator to ensure compliance with the Wind-Down Budget. The Debtors shall include in the Plan Supplement, the terms of the Monitor’s engagement, which shall be reasonably acceptable to the Required Consenting Term Lenders and the Creditors’ Committee and shall not otherwise exceed $275,000.

4. Retention of Professionals

The Plan Administrator shall have the right, subject to the Wind-Down Reserve, to retain the services of attorneys, accountants, and other professionals that, in the discretion of the Plan Administrator, are necessary to assist the Plan Administrator in the performance of his or her duties. The reasonable fees and expenses of such professionals shall be paid by the Wind-Down Debtors from the Wind-Down Reserve upon the monthly submission of statements to the Plan Administrator to the extent set forth in the Wind-Down Reserve. The payment of the reasonable fees and expenses of the Plan Administrator’s retained professionals shall be made in the ordinary course of business from the Wind-Down Reserve and shall not be subject to the approval of the Bankruptcy Court.

5. Compensation of the Plan Administrator

The Plan Administrator’s compensation, on a post-Effective Date basis, shall be as described in the Plan Supplement and paid out of the Wind-Down Reserve. Except as otherwise ordered by the Bankruptcy Court, the fees and expenses incurred by the Plan Administrator on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement Claims (including attorney fees and expenses) made by the Plan Administrator in connection with such Plan Administrator’s duties shall be paid without any further notice to, or action, order, or approval of, the Bankruptcy Court in Cash from the Wind-Down Reserve if such amounts relate to any actions taken hereunder.

6. Plan Administrator Expenses

All costs, expenses and obligations incurred by the Plan Administrator in administering this Plan, the Wind-Down Debtors, or in any manner connected, incidental or related thereto, in effecting distributions from the Wind-Down Debtors thereunder (including the reimbursement of reasonable expenses) shall be incurred and paid in accordance with the Wind-Down Budget. Such costs, expenses and obligations shall be paid from the Wind-Down Reserve.

The Debtors and the Plan Administrator, as applicable, shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. However, in the event that the Plan Administrator is so ordered after the Effective Date, all costs and expenses of procuring any such bond or surety shall be paid for with Cash from the Wind-Down Reserve.

B. Wind-Down

On and after the Effective Date, the Plan Administrator will be authorized to implement the Plan and any applicable orders of the Bankruptcy Court, and the Plan Administrator shall have the power and authority to take any action necessary to wind down and dissolve the Debtors’ Estates.

As soon as practicable after the Effective Date, the Plan Administrator shall: (1) cause the Debtors and the Wind-Down Debtors, as applicable, to comply with, and abide by, the terms of the Purchase Agreements and any other documents contemplated thereby; (2) to the extent applicable, file a certificate of dissolution or equivalent document, together with all other necessary corporate and company documents, to effect the dissolution of the Debtors under the applicable laws of their state of incorporation or formation (as applicable); and (3) take such other actions as the Plan Administrator may determine to be necessary or desirable to carry out the purposes of the Plan. Any certificate of dissolution or equivalent document may be executed by the Plan Administrator without need for any action or approval by the shareholders or board of directors or managers of any Debtor. From and after the Effective Date, except with respect to Wind-Down Debtors as set forth herein, the Debtors (1) for all purposes shall be deemed to have withdrawn their business operations from any state in which the Debtors were previously conducting, or are registered or licensed to conduct, their business operations, and shall not be required to file any document, pay any sum, or take any other action in order to effectuate such withdrawal, (2) shall be deemed to have canceled pursuant to this Plan all Interests, and (3) shall not be liable in any manner to any taxing authority for franchise, business, license, or similar taxes accruing on or after the Effective Date. For the avoidance of doubt, notwithstanding the Debtors’ dissolution, the Debtors shall be deemed to remain intact solely with respect to the preparation, filing, review, and resolution of applications for Professional Fee Claims.

The filing of the final monthly report (for the month in which the Effective Date occurs) and all subsequent quarterly reports shall be the responsibility of the Plan Administrator.

C. Exculpation, Indemnification, Insurance & Liability Limitation

The Plan Administrator and all professionals retained by the Plan Administrator, each in their capacities as such, shall be deemed exculpated and indemnified, except for fraud, willful misconduct, or gross negligence, in all respects by the Wind-Down Debtors. The Plan Administrator may obtain, at the expense of the Wind-Down Debtors and with funds from the Wind-Down Reserve, commercially reasonable liability or other appropriate insurance with respect to the indemnification obligations of the Wind-Down Debtors. The Plan Administrator may rely upon written information previously generated by the Debtors.

For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Plan Administrator in its capacity as such, shall have no liability whatsoever to any party for the liabilities and/or obligations, however created, whether direct or indirect, in tort, contract, or otherwise, of the Debtors.

D. Tax Returns

After the Effective Date, the Plan Administrator shall complete and file all final or otherwise required federal, state, and local tax returns for each of the Debtors, and, pursuant to section 505(b) of the Bankruptcy Code, may request an expedited determination of any unpaid tax liability of such Debtor or its Estate for any tax incurred during the administration of such Debtor’s Chapter 11 Case, as determined under applicable tax laws.

E. Dissolution of the Wind-Down Debtors

Upon a certification to be Filed with the Bankruptcy Court by the Plan Administrator of all distributions having been made and completion of all its duties under the Plan and entry of a final decree closing the last of the Chapter 11 Cases, the Wind-Down Debtors shall be deemed to be dissolved without any further action by the Wind-Down Debtors, including the filing of any documents with the secretary of state for the state in which each Debtor is formed or any other jurisdiction. The Plan Administrator, however, shall have authority to take all necessary actions to dissolve the Wind-Down Debtors in and withdraw the Wind-Down Debtors from applicable state(s).

ARTICLE VIII.

RESERVES ADMINISTERED BY THE PLAN ADMINISTRATOR

A. Establishment of Reserve Accounts

The Plan Administrator shall establish each of the Distribution Reserve Accounts (which may be affected by either establishing a segregated account or establishing book entry accounts, in the sole discretion of the Plan Administrator).

B. Undeliverable Distribution Reserve

1. Deposits

If a distribution to any Holder of an Allowed Claim is returned to the Plan Administrator as undeliverable or is otherwise unclaimed, such distribution shall be deposited in a segregated, interest-bearing account, designated as an “Undeliverable Distribution Reserve,” for the benefit of such Holder until such time as such distribution becomes deliverable, is claimed or is deemed to have been forfeited in accordance with Article VIII.B.2 of this Plan.

2. Forfeiture

Any Holder of an Allowed Claim that does not assert a Claim pursuant to this Plan for an undeliverable or unclaimed distribution within three months after the first distribution is made to such Holder shall be deemed to have forfeited its claim for such undeliverable or unclaimed distribution and shall be forever barred and enjoined from asserting any such claim for the undeliverable or unclaimed distribution against any Debtor, any Estate, the Plan Administrator,

the Wind-Down Debtors, or their respective properties or assets. In such cases, any Cash or other property held by the Wind-Down Debtors in the Undeliverable Distribution Reserve for distribution on account of such claims for undeliverable or unclaimed distributions, including the interest that has accrued on such undeliverable or unclaimed distribution while in the Undeliverable Distribution Reserve, shall become the property of the Wind-Down Debtors, notwithstanding any federal or state escheat laws to the contrary, and shall promptly be transferred to the General Account to be distributed according to the priority set forth in Article VIII.F without any further action or order of the Court.

3. Disclaimer

The Plan Administrator and his or her respective agents and attorneys are under no duty to take any action to attempt to locate any Claim Holder; provided that in his or her sole discretion, the Plan Administrator may periodically publish notice of unclaimed distributions.

4. Distribution from Reserve

Within fifteen (15) Business Days after the Holder of an Allowed Claim satisfies the requirements of this Plan, such that the distribution(s) attributable to its Claim is no longer an undeliverable or unclaimed distribution (provided that satisfaction occurs within the time limits set forth in Article VIII.B of this Plan), the Plan Administrator shall distribute out of the Undeliverable Distribution Reserve the amount of the undeliverable or unclaimed distribution attributable to such Claim, including the interest that has accrued on such undeliverable or unclaimed distribution while in the Undeliverable Distribution Reserve, to the General Account.

C. Wind-Down Reserve

On the Effective Date, the Plan Administrator shall establish the Wind-Down Reserve by depositing Cash, in the amount of the Wind-Down Amount into the Wind-Down Reserve. The Wind-Down Reserve shall be used by the Plan Administrator solely to satisfy the expenses of Wind-Down Debtors and the Plan Administrator as set forth in the Plan and Wind-Down Budget; provided that all costs and expenses associated with the winding up of the Wind-Down Debtors and the storage of records and documents shall constitute expenses of the Wind-Down Debtors and shall be paid from the Wind-Down Reserve to the extent set forth in the Wind-Down Budget. In no event shall the Plan Administrator be required or permitted to use its personal funds or assets for such purposes. Any amounts remaining in the Wind-Down Reserve after payment of all expenses of the Wind-Down Debtors and the Plan Administrator shall promptly be transferred to the General Account and shall be distributed according to the priority set forth in VIII.G without any further action or order of the Court.

D. Administrative / Priority Claims Reserve

On the Effective Date, the Plan Administrator shall establish the Administrative / Priority Claims Reserve by depositing Cash in the amount of the Administrative / Priority Claims Reserve Amount into the Administrative / Priority Claims Reserve (and the Plan Administrator shall deposit Cash into or withdraw Cash from into the Administrative / Priority Claims Reserve if the Administrative / Priority Claims Reserve Amount changes at any time). The Administrative / Priority Claims Reserve Amount shall be used to pay Holders of all Allowed Priority Claims,

Allowed Administrative Claims (other than Professional Fee Claims or DIP Claims), and Allowed Other Secured Claims their respective Pro Rata share of the Administrative / Priority Claims Reserve, to the extent that such Priority Claims, Administrative Claims (other than Professional Fee Claims or DIP Claims), and Allowed Other Secured Claim have not been paid in full on or before the Effective Date. If all or any portion of a Priority Claim, Administrative Claim (other than Professional Fee Claims or DIP Claims), or Allowed Other Secured Claim shall become a Disallowed Claim, then the amount on deposit in the Administrative / Priority Claims Reserve attributable to such surplus or such Disallowed Claim, including the interest that has accrued on said amount while on deposit in the Administrative / Priority Claims Reserve, shall remain in the Administrative / Priority Claims Reserve to the extent that the Plan Administrator determines necessary to ensure that the Cash remaining in the Administrative / Priority Claims Reserve is sufficient to ensure that all Allowed Priority Claims, Allowed Administrative Claims, and Allowed Other Secured Claims will be paid in accordance with the Plan, and shall otherwise promptly be transferred to the General Account to be distributed in accordance with the Plan without any further action or order of the Court. Any amounts remaining in the Administrative / Priority Claims Reserve after payment of all Allowed Priority Claims, Allowed Administrative Claims, and Allowed Other Secured Claims (or any amount in excess of that reasonably needed to be reserved for any Disputed Claims) shall promptly be transferred to the General Account and shall be distributed according to the priority set forth in Article VIII.F without any further action or order of the Court.

E. Priority Tax Claims Reserve

On the Effective Date, the Plan Administrator shall establish the Priority Tax Claims Reserve by depositing Cash in the amount of the Priority Tax Claims Reserve Amount into the Priority Tax Claims Reserve. The Priority Tax Claims Reserve Amount shall be used to pay Holders of all Allowed Priority Tax Claims their respective Pro Rata share of the Priority Tax Claims Reserve, to the extent that such Priority Tax Claims have not been paid in full on or before the Effective Date. If all or any portion of a Priority Tax Claim shall become a Disallowed Claim, then the amount on deposit in the Priority Tax Claims Reserve attributable to such surplus or such Disallowed Claim, including the interest that has accrued on said amount while on deposit in the Priority Tax Claims Reserve, shall remain in the Priority Tax Claims Reserve to the extent that the Plan Administrator determines necessary to ensure that the Cash remaining in the Priority Tax Claims Reserve is sufficient to ensure that all Allowed Priority Tax Claims shall otherwise promptly be transferred to the General Account to be distributed in accordance with the Plan without any further action or order of the Court. Any amounts remaining in the Priority Tax Claims Reserve after payment of all Allowed Priority Tax Claims, Allowed Administrative Claims, and Allowed Other Secured Claims (or any amount in excess of that reasonably needed to be reserved for any Disputed Claims) shall promptly be transferred to the General Account and shall be distributed according to the priority set forth in Article VIII.F without any further action or order of the Court.

F. Distributable Proceeds / Settlement Waterfall Recovery

After the DIP Claims have been Paid in Full pursuant to Article II.C hereof, the Priority Tax Claims Reserve, the Professional Fee Escrow Account, and the Wind-Down Reserve have been funded, and all proceeds (if any) of Intellectual Property (as defined in the Intercreditor

Agreement) have been paid to Holders of Allowed Term Loan Claims in accordance with the DIP Order, all remaining Distributable Proceeds shall be allocated and paid to the applicable Holders of Claims until paid in full from time to time in the following priority (the “Waterfall Recovery”) (in each case on a Pro Rata basis, and subject to any applicable cap): (i) first, 88% of Distributable Proceeds shall be paid to Holders of Allowed Term Loan Claims as part of the Term Loan Recovery Pool pursuant to Article III.B.4 hereof, and the remaining 12% of Distributable Proceeds shall be added to the Administrative / Priority Claims Reserve and thereby paid to Holders of 503(b)(9) Claims and remaining Administrative Claims and Other Priority claims pursuant to Article II.A hereof, up to the amount of such 503(b)(9) Claims, Administrative Claims and Priority Claims, (ii) second, if, pursuant to the Waterfall Recovery, 503(b)(9) Claims, Administrative Claims, and Other Priority Claims are paid in full, any remaining Distributable Proceeds shall be paid to the holders of Allowed Term Loan Claims until paid in full, and (iii) third, any remaining Distributable Proceeds shall be paid to Holders of Allowed General Unsecured Claims. For the avoidance of doubt, unless Allowed Term Loan Claims are paid in full, no holders of General Unsecured Claims shall receive any amount of Distributable Proceeds.

G. The General Account and Distribution Reserve Account Adjustments

Beginning on the six-month anniversary of the Effective Date or at such other times as the Plan Administrator shall determine as appropriate, and thereafter, on each six-month interval thereafter, the Plan Administrator shall determine the amount of Cash required to adequately maintain each of the Distribution Reserve Accounts. If after making and giving effect to any determination referred to in the immediately preceding sentence, the Plan Administrator determines that any Distribution Reserve Account (i) contains Cash in an amount in excess of the amount then required to adequately maintain such Distribution Reserve Account, then at any such time the Plan Administrator shall transfer such surplus Cash to the General Account to be used or distributed according to the priority set forth in Article VIII.F hereof, or (ii) does not contain Cash in an amount sufficient to adequately maintain such Distribution Reserve Account, then at any such time the Plan Administrator shall, with the consent of the Required Consenting Term Lenders, transfer Cash from the General Account, to the extent Cash is available in the General Account until the deficit in such Distribution Reserve Account is eliminated. Any funds in the General Account not needed to eliminate a Distribution Reserve Account deficit shall be allocated and paid as Distributable Proceeds pursuant to the Waterfall Recovery as set forth in Article VIII.F.

ARTICLE IX.

PROCEDURES FOR RESOLVING CONTINGENT,

UNLIQUIDATED, AND DISPUTED CLAIMS

A. Allowance of Claims

After the Effective Date, the Plan Administrator or each of the Wind-Down Debtors, as applicable, shall have and retain any and all rights and defenses the applicable Debtor had with respect to any Claim immediately before the Effective Date. Except as expressly provided in the Plan or in any order entered in the Chapter 11 Cases before the Effective Date (including the Confirmation Order), no Claim shall become an Allowed Claim unless and until such Claim is deemed Allowed under the Plan or the Bankruptcy Code, or the Bankruptcy Court has entered a Final Order, including the Confirmation Order (when it becomes a Final Order), in the Chapter 11 Cases allowing such Claim.

For the avoidance of doubt, nothing in this Plan will supersede the Prepetition Claims Bar Date Order with respect to a parties right to file a Claim.

B. Claims Administration Responsibilities

Except as otherwise specifically provided in the Plan and notwithstanding any requirements that may be imposed pursuant to Bankruptcy Rule 9019, after the Effective Date, the Plan Administrator or the Wind-Down Debtors, as applicable, shall have the sole authority to File and prosecute objections to Claims, and the Wind-Down Debtors shall have the sole authority to (1) settle, compromise, withdraw, litigate to judgment, or otherwise resolve objections to any and all Claims, regardless of whether such Claims are in a Class or otherwise; (2) settle, compromise, or resolve any Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; and (3) administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court.

C. Estimation of Claims

Before, on, or after the Effective Date, the Debtors, Plan Administrator or the Wind-Down Debtors, as applicable, may (but are not required to) at any time request that the Bankruptcy Court estimate any Claim pursuant to applicable law, including, without limitation, pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction under 28 U.S.C. §§ 157 and 1334 to estimate any such Claim, including during the litigation of any objection to any Claim or during the pendency of any appeal relating to such objection. Notwithstanding any provision to the contrary in the Plan, a Claim that has been expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any Claim, such estimated amount shall constitute a maximum limitation on such Claim for all purposes under the Plan (including for purposes of distributions and discharge) and may be used as evidence in any supplemental proceedings, and the Debtors, Plan Administrator or Wind-Down Debtors may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any Holder of a Claim that has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such estimation unless such Holder has Filed a motion requesting the right to seek such reconsideration on or before seven (7) days after the date on which such Claim is estimated. Each of the foregoing Claims and objection, estimation, and resolution procedures are cumulative and not exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court.

Adjustment to Claims Without Objection

The Debtors or the Wind-Down Debtors, as applicable, shall be authorized to update the Claims Register to adjust or remove any Claim that has been paid in full or satisfied, or any Claim that has been amended or superseded; provided that the Debtors will provide notice to such Claimant at the address or email address on the Proof of Claim, to the extent such information is provided, informing such Claimant that its Claim will be adjusted or removed from the Claims Register.

Time to File Objections to Claims

Any objections to Claims shall be Filed on or before the Claims Objection Bar Date.

Disallowance of Claims

Any Claims held by Entities from which property is recoverable under sections 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemed Disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims may not receive any distributions on account of such Claims until such time as such Causes of Action against that Entity have been settled or a Bankruptcy Court order with respect thereto has been entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the Debtors, the Plan Administrator or the Wind-Down Debtors, as applicable. All Proofs of Claim Filed on account of an Indemnification Obligation shall be deemed satisfied and expunged from the Claims Register as of the Effective Date to the extent such Indemnification Obligation is assumed (or honored or reaffirmed, as the case may be) pursuant to the Plan, without any further notice to or action, order, or approval of the Bankruptcy Court.

Pursuant to the terms of the Administrative Claims Bar Date Order and the Prepetition Claims Bar Date Order, if Proofs of Claim are not received by the Notice and Claims Agent on or before the Prepetition Claims Bar Date, the Administrative Claims Bar Date (as required), or the Governmental Bar Date, as applicable, and except in the case of certain exceptions explicitly set forth in the Administrative Claims Bar Date Order and the Prepetition Claims Bar Date Order, the Holders of the underlying Claims shall be barred from asserting such claims against the Debtors and precluded from voting on any plans of reorganization filed in these Chapter 11 Cases and/or receiving distributions from the Debtors on account of such claims in these Chapter 11 Cases. The Debtors or the Wind-Down Debtors, as applicable, shall be authorized to update the Claims Register to remove any claims not received by the Notice and Claims Agent before the Prepetition Claims Bar Date, Administrative Claims Bar Date or the Governmental Bar Date, as applicable, and not subject to an exception as set forth above; provided that the Debtors will provide notice to such Claimant at the address or email address on the Proof of Claim, to the extent such information is provided, informing such Claimant that its Claim will be removed from the Claims Register as a result of being untimely filed.

Amendments to Claims

On or after the Effective Date, a Claim (other than a Claim arising from the rejection of an Executory Contract or Unexpired Lease or a Claim filed by the Administrative Claims Bar Date)

may not be Filed or amended without the prior authorization of the Bankruptcy Court, the Plan Administrator or the Wind-Down Debtors, as applicable, and the Plan Administrator and the Wind-Down Debtors shall be authorized to update the Claims Register to remove any such new or amended Claim Filed; provided that the Debtors will provide notice to such Claimant at the address or email address on the Proof of Claim, to the extent such information is provided, informing such Claimant that its Claim will be adjusted or removed from the Claims Register.

No Distributions Pending Allowance

If an objection to a Claim or portion thereof is Filed, no payment or distribution provided under the Plan shall be made on account of such Claim or portion thereof unless and until such Disputed Claim becomes an Allowed Claim, unless otherwise determined by the Plan Administrator or Wind-Down Debtors, as applicable.

Distributions After Allowance

To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions shall be made to the Holder of such Allowed Claim in accordance with the provisions of the Plan. As soon as reasonably practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim becomes a Final Order, the Wind-Down Debtors shall provide to the Holder of such Claim the distribution to which such Holder is entitled under the Plan as of the Effective Date, less any previous distribution (if any) that was made on account of the undisputed portion of such Claim, without any interest, dividends, or accruals to be paid on account of such Claim unless required under applicable bankruptcy law or as otherwise provided herein.

ARTICLE X.

SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS

Compromise and Settlement of Claims, Interests, and Controversies

Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided pursuant to the Plan, and except as otherwise specifically provided in the Plan or in any contract, instrument, or other agreement or document created pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete settlement, compromise, and release, effective as of the Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services performed by employees of the Debtors before the Effective Date and that arise from a termination of employment, any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a Proof of Claim or Proof of Interest based upon such debt, right, or Interest is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (2) a Claim or Interest based upon

such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (3) the Holder of such a Claim or Interest has accepted the Plan. The Confirmation Order shall be a judicial determination of the settlement, compromise, and release of all Claims and Interests subject to the Effective Date occurring. In accordance with the provisions of the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the Plan Administrator, or Wind-Down Debtors, as applicable, may compromise and settle any Claims and Causes of Action against other Entities.

Term of Injunctions or Stays

Unless otherwise provided in the Plan or the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

Release of Liens

Except as otherwise specifically provided in the Plan (including, without limitation the satisfaction of the DIP Claims in accordance with Article II.C of the Plan), or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Wind-Down Debtors and their successors and assigns, in each case, without any further approval or order of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors or Wind-Down Debtors. The ABL Agent and the Term Loan Agent shall execute and deliver all documents reasonably requested by the Wind-Down Debtors or the Plan Administrator to evidence the release of such mortgages, deeds of trust, Liens, pledges, and other security interests and shall authorize the Wind-Down Debtors to file UCC-3 termination statements (to the extent applicable) with respect thereto.

Debtor Release

Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, each Released Party is deemed released and discharged by the Debtors, Wind-Down Debtors, and their respective Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any cause of action, by, through, for, or because of the foregoing entities, from any and all claims and Causes of Action, whether known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims asserted or assertable on behalf of the Debtors or their respective Estates,

that the Debtors, Wind-Down Debtors, or their respective Estates would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in the Debtors based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership, or operation thereof), any securities issued by the Debtors and the ownership thereof, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), any intercompany transaction, the ABL Claims, the ABL Documents, the ABL Obligations, the Term Loan Claims, the Term Loan Credit Agreement, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Plan Support Agreement, the Disclosure Statement, the DIP Senior Credit Facility, the Plan, the Plan Supplement or the Asset Sale Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Plan Support Agreement, the Disclosure Statement, the ABL Claims, the ABL Documents, the ABL Obligations, the DIP Senior Credit Facility, the Term Loan Claims, the Term Loan Credit Agreement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Restructuring Documents, solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of debt and/or securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for claims related to any act or omission that is determined in a final order by a court of competent jurisdiction to have constituted actual fraud, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, the Asset Sale Transaction, or any document, instrument, or agreement (including the Restructuring Documents, and other documents, instruments and agreements set forth in the Plan Supplement) executed to implement the Plan and shall not result in a release, waiver, or discharge of any of the Debtors’ or Wind-Down Debtors’ assumed indemnification provisions as set forth in the Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor release; (c) in the best interests of the Debtors and all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, Wind-Down Debtors, or the Debtors’ respective Estates asserting any Claim or Cause of Action released pursuant to the Debtor release.

Release by Holders of Claims or Interests

Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, and to the fullest extent allowed by applicable law, each Releasing Party is deemed to have released and discharged each of the Debtors, Wind-Down Debtors, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims asserted or assertable on behalf of the Debtors or their respective Estates, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership or operation thereof), any securities issued by the Debtors and the ownership thereof, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), any intercompany transaction, the ABL Claims, the ABL Documents, the ABL Obligations, the Term Loan Claims, the Term Loan Credit Agreement, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Plan Support Agreement, the Disclosure Statement, the DIP Senior Credit Facility, the Plan, the Plan Supplement, or the Asset Sale Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Plan Support Agreement, the Disclosure Statement, the DIP Senior Credit Facility, the Plan, the Plan Supplement, the ABL Claims, the ABL Documents, the ABL Obligations, the Term Loan Claims, the Term Loan Credit Agreement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Restructuring Documents, solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of debt pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for Claims related to any act or omission that is determined in a final order by a court of competent jurisdiction to have constituted actual fraud, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (1) any post-Effective Date obligations of any party or Entity under the Plan, the Asset Sale Transaction, or any document, instrument, or agreement (including the Restructuring Documents, and other documents, instruments, and agreements set forth in the Plan Supplement) executed to implement the Plan and (2) any indemnification obligations of the Term Loan Lenders owed to the Term Loan Agent pursuant to the Term Loan Credit Agreement and shall not result in a release, waiver, or discharge of any of the Debtors’ or Wind-Down Debtors’ assumed indemnification provisions as set forth in the Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the third-party release, which includes by reference each of the related provisions and definitions contained in the Plan, and, further, shall constitute the Bankruptcy Court’s finding that the third-party release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released

Parties’ contributions to facilitating the Asset Sale Transaction and implementing the Plan; (d) a good faith settlement and compromise of the Claims released by the third-party release; (e) in the best interests of the Debtors and their respective Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any Claim or Cause of Action released pursuant to the third-party release.

Exculpation

Notwithstanding anything contained in the Plan to the contrary, no Exculpated Party shall have or incur liability for, and each Exculpated Party is released and exculpated from, any Cause of Action or any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Plan Support Agreement and related prepetition transactions, the DIP Senior Credit Facility, the Disclosure Statement, the Plan, the Plan Supplement, the ABL Claims, the ABL Documents, the ABL Obligations, the Term Loan Claims, the Term Loan Credit Agreement, or the Asset Sale Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Plan Support Agreement, the DIP Senior Credit Facility, the Disclosure Statement, the Plan, the Plan Supplement, the ABL Claims, the ABL Documents, the ABL Obligations, the Term Loan Claims, the Term Loan Credit Agreement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Restructuring Documents, solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of debt, and/or securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for Claims related to any act or omission that is determined in a final order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.

The Exculpated Parties have, and upon confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes on, and distribution of consideration pursuant to, the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not release or exculpate any Claim relating to any post-Effective Date obligations of any party or Entity under the Plan, the Asset Sale Transaction, or any document, instrument, or agreement (including the Restructuring Documents, and other documents, instruments and agreements set forth in the Plan Supplement) executed to implement the Plan.

Injunction

Except as otherwise provided in the Plan or the Confirmation Order, all Entities who have held, hold, or may hold Claims, Interests, Causes of Action, or liabilities that: (a) are subject to compromise and settlement pursuant to the terms of the Plan; (b) have been released by the Debtors pursuant to the Plan; (c) have been released by third parties pursuant to the Plan, (d) are subject to exculpation pursuant to the Plan; or (e) are otherwise discharged, satisfied, stayed or terminated pursuant to the terms of the Plan, are permanently enjoined and precluded, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, Wind-Down Debtors, the Released Parties, or the Exculpated Parties: (1) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities; (3) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or the property or Estates of such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities unless such Entity has timely asserted such setoff right in a document filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a Claim or Interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (5) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities discharged, released, exculpated, or settled pursuant to the Plan.

Protection Against Discriminatory Treatment

Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. Constitution, all Entities, including Governmental Units, shall not discriminate against the Wind-Down Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Wind-Down Debtors, or another Entity with whom the Wind-Down Debtors have been associated, solely because the Debtors have been debtors under chapter 11 of the Bankruptcy Code, may have been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases), or have not paid a debt that is dischargeable in the Chapter 11 Cases.

Recoupment

In no event shall any Holder of a Claim be entitled to recoup against any claim, right, or Cause of Action of the Debtors or the Wind-Down Debtors, as applicable, unless such Holder actually has provided notice of such recoupment in writing to the Debtors on or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment.

Subordination Rights.

Any distributions under the Plan shall be received and retained free from any obligations to hold or transfer the same to any other Holder and shall not be subject to levy, garnishment, attachment, or other legal process by any Holder by reason of claimed contractual subordination rights. Any such subordination rights shall be waived, and the Confirmation Order shall constitute an injunction enjoining any Entity from enforcing or attempting to enforce any contractual, legal, or equitable subordination rights to property distributed under the Plan, in each case other than as provided in the Plan.

ARTICLE XI.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE PLAN

Conditions Precedent to the Effective Date

It shall be a condition to Consummation of the Plan that the following conditions shall have been satisfied (or waived pursuant to the provisions of Article XI.B hereof):

1. The Plan Support Agreement shall remain in full force and effect and shall not have been terminated by the Debtors or the Required Consenting Term Lenders;

2. The Debtors shall not be in default under the DIP Credit Agreement or the DIP Order (or, to the extent that the Debtors have been or are in default on the proposed Effective Date, such default shall have been waived by the DIP Lenders or cured in a manner consistent with the DIP Credit Agreement and the DIP Order, as applicable);

3. The DIP Claims shall have been Paid in Full or otherwise satisfied in accordance with Article II.C of the Plan;

4. The Confirmation Order shall have been duly entered and in full force and effect;

5. The Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan and each of the other transactions contemplated by the Restructuring;

6. The final version of the schedules, documents, and exhibits contained in the Plan Supplement, and all other schedules, documents, supplements and exhibits to the Plan, shall be consistent with the Plan Support Agreement in all material respects and otherwise approved by the Restructuring Support Parties and the Debtors consistent with their respective consent and approval rights as set forth in Section 3 of the Plan Support Agreement;

7. All fees, expenses, and other amounts payable pursuant to the Plan Support Agreement and the DIP Order shall have been paid in full;

8. All Allowed Professional Fee Claims approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the Effective Date shall have been placed in the Professional Fee Escrow Account pending approval of the Professional Fee Claims by the Bankruptcy Court;

9. All going out of business sales at the Debtors’ stores shall have been completed; and

10. The Debtors shall have implemented the Restructuring Transactions in a manner consistent in all material respects with the Plan and the Plan Support Agreement.

Waiver of Conditions

The conditions to Confirmation of the Plan and to the Effective Date of the Plan set forth in this Article XI may be waived only by consent of the Debtors, and the Required Consenting Term Lenders without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to confirm or consummate the Plan; provided however that the Debtors may not waive the condition set forth in Article XI.A.8; provided further that the consent of the DIP Agents, each in its sole discretion, is required for a waiver of the conditions set forth in Articles XI.A.2, XI.A.3 or XI.A.7.

Substantial Consummation

“Substantial Consummation” of the Plan, as defined in 11 U.S.C. § 1101(2), shall be deemed to occur on the Effective Date.

Effect of Nonoccurrence of Conditions to the Effective Date

If the Effective Date does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver or release of any Claims or Interests; (2) prejudice in any manner the rights of the Debtors, any Holders of a Claim or Interest, or any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking by the Debtors, any Holders, or any other Entity in any respect; provided, that all provisions of the Plan Support Agreement that survive termination of those agreements shall remain in effect in accordance with the terms thereof.

ARTICLE XII.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

Modification and Amendments

Subject to the limitations contained in the Plan and the Plan Support Agreement, the Debtors reserve the right to modify the Plan and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan and the Plan Support Agreement, the Debtors expressly reserve their rights to alter, amend, or modify materially the Plan, one or more times, after Confirmation, and, to the extent necessary, may initiate proceedings in the Bankruptcy

Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan.

Effect of Confirmation on Modifications

Entry of the Confirmation Order shall mean that all modifications or amendments to the Plan occurring after the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

Revocation or Withdrawal of the Plan

Subject to the provisions of the Plan Support Agreement, the Debtors reserve the right to revoke or withdraw the Plan before the Confirmation Date. If the Debtors revoke or withdraw the Plan, or if Confirmation and Consummation does not occur, then: (1) the Plan shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void; and (3) nothing contained in the Plan shall: (i) constitute a waiver or release of any Claims or Interests; (ii) prejudice in any manner the rights of the Debtors or any other Entity, including the Holders of Claims; or (iii) constitute an admission, acknowledgement, offer, or undertaking of any sort by the Debtors or any other Entity.

ARTICLE XIII.

RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, on and after the Effective Date, the Bankruptcy Court shall retain jurisdiction over the Chapter 11 Cases and all matters arising out of or related to the Chapter 11 Cases and the Plan, including jurisdiction to:

1. Allow, Disallow, determine, liquidate, classify, estimate, or establish the priority, Secured or unsecured status, or amount of any Claim, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the Secured or unsecured status, priority, amount, or allowance of Claims;

2. Decide and resolve all matters related to the granting and denying, in whole or in part, any applications for allowance of compensation or reimbursement of expenses to Professionals;

3. Resolve any matters related to: (a) the assumption or rejection of any Executory Contract or Unexpired Lease and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, including Claims related to the rejection of an Executory Contract or Unexpired Lease, cure amounts pursuant to section 365 of the Bankruptcy Code, or any other matter related to such Executory Contract or Unexpired Lease; (b) the Wind-Down Debtors amending, modifying, or supplementing, after the Effective Date, pursuant to Article V hereof, any Executory

Contracts or Unexpired Leases to the list of Executory Contracts and Unexpired Leases to be assumed and assigned or rejected or otherwise; and (c) any dispute regarding whether a contract or lease is or was executory or expired;

4. Ensure that distributions to Holders of Allowed Claims are accomplished pursuant to the provisions of the Plan;

5. Adjudicate, decide, or resolve any motions, adversary proceedings, contested, or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date;

6. Adjudicate, decide, or resolve any and all matters related to Causes of Action;

7. Adjudicate, decide, or resolve any and all matters related to sections 1141 and 1145 of the Bankruptcy Code;

8. Enter and implement such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan and all contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan or the Disclosure Statement;

9. Enter and enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy Code;

10. Resolve any cases, controversies, suits, disputes, or Causes of Action that may arise in connection with the Consummation, interpretation, or enforcement of the Plan or any Entity’s obligations incurred in connection with the Plan;

11. Issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan;

12. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the settlements, compromises, discharges, releases, injunctions, exculpations, and other provisions contained in Article VIII hereof and enter such orders as may be necessary or appropriate to implement or enforce such releases, injunctions, and other provisions;

13. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the repayment or return of distributions and the recovery of additional amounts owed by the Holder of a Claim or Interest for amounts not timely repaid pursuant to Article VI.H.1 hereof;

14. Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

15. Determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order, or the Plan Supplement;

16. Adjudicate any and all disputes arising from or relating to distributions under the Plan or any transactions contemplated therein;

17. Consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;

18. Determine requests for the payment of Claims entitled to priority pursuant to section 507 of the Bankruptcy Code;

19. Hear and determine all disputes involving the Plan Support Agreement;

20. Hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

21. Hear and determine all disputes involving the existence, nature, or scope of the release provisions set forth in the Plan, including any dispute relating to any liability arising out of the termination of employment or the termination of any employee or retiree benefit program, regardless of whether such termination occurred before or after the Effective Date;

22. Enforce all orders previously entered by the Bankruptcy Court in the Chapter 11 Cases;

23. Hear any other matter not inconsistent with the Bankruptcy Code;

24. Enter an order closing the Chapter 11 Cases; and

25. Enforce the injunction, release, and exculpation provisions provided in Article VIII hereof.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

Immediate Binding Effect

Subject to Article XI.A hereof and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan, the final versions of the documents contained in the Plan Supplement, and the Confirmation Order shall be immediately effective and enforceable and deemed binding upon the Debtors or the Wind-Down Debtors, as applicable, and any and all Holders of Claims or Interests (regardless of whether such Claims or Interests are deemed to have accepted or rejected the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, and injunctions described in the Plan, each Entity acquiring property under the Plan or the Confirmation Order, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors. All Claims and debts shall be as fixed, adjusted, or compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claim or debt has voted on the Plan.

Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary or advisable to effectuate and further evidence the terms and conditions of the Plan. The Debtors or the Wind-Down Debtors, as applicable, all Holders of Claims and Interests receiving distributions pursuant to the Plan, and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

Dissolution of the Creditors’ Committee

On the Effective Date, the Creditors’ Committee, shall dissolve automatically and the members thereof shall be released and discharged from all rights, duties, responsibilities, and liabilities arising from, or related to, the Chapter 11 Cases and under the Bankruptcy Code, except for the limited purpose of prosecuting requests for payment of Professional Fee Claims for services and reimbursement of expenses incurred prior to the Effective Date by the Creditors’ Committee and its Professionals; provided, however, that any confidentiality agreement entered into by and among the Debtors and the members of and advisors to the Creditors’ Committee shall remain in full force and effect pursuant to the terms thereof. The Wind-Down Debtors shall no longer be responsible for paying any fees or expenses incurred by the members of or advisors to the Creditors’ Committee after the Effective Date.

Reservation of Rights

Before the Effective Date, neither the Plan, any statement or provision contained in the Plan, nor any action taken or not taken by any Debtor with respect to the Plan, the Disclosure Statement, the Confirmation Order, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to any Claims or Interests.

Successors and Assigns

The rights, benefits, and obligations of any Entity named or referred to in the Plan or the Confirmation Order shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor, assign, affiliate, officer, director, manager, agent, representative, attorney, beneficiaries, or guardian, if any, of each Entity.

Service of Documents

All notices, requests, and demands to or upon the Debtors to be effective shall be in writing (including by facsimile transmission) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows:

the Debtors: Pier 1 Imports, Inc.

100 Pier 1 Place

Fort Worth, Texas 76102

Attn.: Ray McKown

with copies to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attn.: Joshua A. Sussberg, P.C. and Emily Geier

Kirkland & Ellis LLP

1301 Pennsylvania Ave, N.W.

Washington, D.C. 20004

Attn.: AnnElyse Gains

the Consenting Term Lenders: the address set forth on each such Consenting Term Lenders’ signature page to the Plan Support Agreement (or as directed by any transferee thereof), as the case may be.

with copies to:

Brown Rudnick LLP

Seven Times Square

New York, New York 10036

Attn: Robert J. Stark

Brown Rudnick LLP

One Financial Center

Boston, Massachusetts 02111

Attn: Sharon I. Dwoskin

counsel to the DIP Lenders:

Morgan Lewis & Bockius LLP

One Federal Street

Boston, Massachusetts 02110

Attn: Marjorie S. Crider and Matthew F. Furlong

After the Effective Date, the Wind-Down Debtors shall have the authority to send a notice to parties in interest providing that, to continue to receive documents pursuant to Bankruptcy Rule 2002, such party must File a renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Wind-Down Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have Filed such renewed requests.

Entire Agreement

Except as otherwise indicated, the Plan supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into the Plan.

Exhibits

All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, copies of such exhibits and documents shall be available upon written request to the Debtors’ counsel at the address above or by downloading such exhibits and documents from the Debtors’ restructuring website at http://dm.epiq11.com/pier1 or the Bankruptcy Court’s website at www.vaeb.uscourts.gov.

Nonseverability of Plan Provisions

If, before Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to the Plan and may not be deleted or modified without the Debtors’ or Wind-Down Debtors’ consent, as applicable; and (3) nonseverable and mutually dependent.

Votes Solicited in Good Faith

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code, and, pursuant to section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates, agents, representatives, members, principals, shareholders, officers, directors, managers, employees, advisors, and attorneys will be deemed to have participated in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of Securities offered and sold under the Plan and any previous plan, and, therefore, neither any of such parties or individuals or the Wind-Down Debtors will have any liability for the violation of any applicable law (including the Securities Act), rule, or regulation governing the solicitation of votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under the Plan and any previous plan.

Waiver and Estoppel.

Each Holder of a Claim or Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain

amount, in a certain priority, Secured, or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers Filed before the Confirmation Date.

Respectfully submitted, as of the date first set forth above,


		PIER 1 IMPORTS, INC. (on behalf of itself and all other Debtors)

Dated: July 30, 2020		/s/ Robert J. Riesbeck
		Robert J. Riesbeck
		Chief Executive Officer and Chief Financial Officer of Pier 1 Imports, Inc.

Prepared by:


Joshua A. Sussberg, P.C. (admitted pro hac vice)		Michael A. Condyles (VA 27807)
Emily E. Geier (admitted pro hac vice)		Peter J. Barrett (VA 46179)
AnnElyse Scarlett Gains (admitted pro hac vice)		Jeremy S. Williams (VA 77469)
KIRKLAND & ELLIS LLP		Brian H. Richardson (VA 92477)
KIRKLAND & ELLIS INTERNATIONAL LLP		KUTAK ROCK LLP
601 Lexington Avenue		901 East Byrd Street, Suite 1000
New York, New York 10022		Richmond, Virginia 23219-4071
Telephone: (212) 446-4800		Telephone: (804) 644-1700
Facsimile: (212) 446-4900		Facsimile: (804) 783-6192

-and-

Joshua M. Altman (admitted pro hac vice)
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession

EX-99.1 3 d17855dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

In re: Pier 1 Imports, Inc., et al.

MOR

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

MONTHLY OPERATING REPORT TABLE OF CONTENTS


REQUIRED DOCUMENTS		Form No.
Notes to Monthly Operating Report		Notes
Schedule of Cash Receipts and Disbursements		MOR-1
Bank Account Information		MOR-2
Schedule of Payments to Insiders		MOR-3
Schedule of Payments to Professionals		MOR-4
Postpetition Status of Secured Notes, Leases Payable, and Adequate Protection Payments		MOR-5
Accounts Receivable and Accounts Payable Aging		MOR-6
Status Postpetition Taxes		MOR-7
Debtor Questionnaire (including Insurance Supplement)		MOR-8
Statement of Operations		Appendix A
Balance Sheet		Appendix B

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.


/s/ Robert J. Riesbeck				August 31, 2020
Signature of Authorized Individual*				Date

Robert J. Riesbeck
Printed Name of Authorized Individual

CEO and CFO of the Debtors
Title

*	Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

In re: Pier 1 Imports, Inc., et al.

MOR Notes

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Notes to the Monthly Operating Report

GENERAL:

The report includes activity from the following Debtors and related Case Numbers:


Debtor	Case Number	Debtor	Case Number
PIER 1 IMPORTS, INC.	20-30805	PIER 1 SERVICES COMPANY	20-30810
PIER 1 ASSETS, INC.	20-30806	PIR TRADING, INC.	20-30811
PIER 1 HOLDINGS, INC.	20-30807	PIER 1 VALUE SERVICES, LLC	20-30804
PIER 1 IMPORTS (U.S.), INC.	20-30808
PIER 1 LICENSING, INC.	20-30809

Notes to the MOR:

As a result of the COVID-19 global pandemic, and as described in a motion filed by the Debtors [Docket No. 438] (the “Limited Operation Period Motion”), the Debtors ceased their store operations and furloughed the vast majority of their employees. These actions were authorized by the Bankruptcy Court pursuant to an order approving the Limited Operation Period Motion [Docket No. 493]. As a consequence of these actions, while the Debtors have taken reasonable efforts to provide complete and accurate information on this monthly operating report, the information presented herein may have incomplete or missing information as the Debtors are still working to catch up to their normal monthly accounting practices. The Debtors reserve their right to amend all parts of this report as they determine to be appropriate as soon as reasonably practicable.

The Debtors are filing their consolidated Monthly Operating Report (MOR) solely for the purposes of complying with the monthly operating report requirements applicable in the Debtors’ chapter 11 cases. The financial and supplemental information contained herein is presented on a preliminary and unaudited basis, remains subject to future adjustments and may not comply in all material respects with generally accepted accounting principles in United States of America (“U.S. GAAP”). This MOR should not be relied on by any persons for information relating to current or future financial conditions, events, or performance of any of the Debtors or their affiliates. Financial information presented in this MOR reflects results on a consolidated basis for the debtors.

The financial information has been derived from the books and records of the debtors. This information, however, has not been subject to certain procedures that would typically be applied to financial information in accordance with U.S. GAAP, and upon application of such procedures, the Debtors believe that the financial information could be subject to changes, which could be material. The information furnished in this report includes primarily normal recurring adjustments, but does not include all adjustments that would typically be made for financial statements prepared in accordance with U.S. GAAP.

The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the combined results of operations and financial positions of the Debtor in the future.

The Debtors reserve all rights to amend or supplement this MOR in all respects, as may be necessary or appropriate. Nothing contained in this MOR shall constitute a waiver of any of the Debtors’ rights or an admission with respects to their Chapter 11 cases.

In re: Pier 1 Imports, Inc., et al.

MOR-1

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Schedule of Cash Receipts and Disbursements


Debtor	Case Number	Cash Receipts		Cash Disbursements
PIER 1 IMPORTS, INC.	20-30805	$	51,087,881	($	55,674	)
PIER 1 ASSETS, INC.	20-30806		—		—
PIER 1 HOLDINGS, INC.	20-30807		—		—
PIER 1 IMPORTS (U.S.), INC.	20-30808		140,475,634		(158,452,582	)¹
PIER 1 LICENSING, INC.	20-30809		—		—
PIER 1 SERVICES COMPANY	20-30810		28,072,859		(4,506,473	)
PIR TRADING, INC.	20-30811		451,078		—
PIER 1 VALUE SERVICES, LLC	20-30804		—		—

Total Cash Receipts and Cash Disbursements		$	220,087,452	($	163,014,729	)

Notes to MOR 1:

(1)	Valuation of receipts and disbursements for the Debtor’s Canadian bank accounts based on exchange rates as of 7/31/2020.

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


Legal Entity	Bank	Account type	Last 4 Digits of Account Number		Book Balance¹
Pier 1 Imports (U.S.), Inc.	BancFirst	Store Account		2894	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Master Account		887	$	175,472
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		4655	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		284	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		7356	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		9366	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		3080	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		323	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		9227	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		528	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		8456	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		3284	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		5458	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		9227	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		1884	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		3420	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		3462	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		5102	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		6367	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		1967	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		810	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		3792	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		3828	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		959	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		3457	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		7123	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		8939	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America (US)	Store Account		5830	$	0
Pier 1 Imports (U.S.), Inc.	Bank of Hawaii	Store Account		2388	$	0
Pier 1 Imports (U.S.), Inc.	Camden National Bank	Store Account		4103	$	0
Pier 1 Imports (U.S.), Inc.	Capital One (US)	Master Account		9999	$	41,897
Pier 1 Imports (U.S.), Inc.	Capital One (US)	Store Account		120	$	0
Pier 1 Imports (U.S.), Inc.	Capital One (US)	Store Account		375	$	0
Pier 1 Imports (U.S.), Inc.	Capital One (US)	Store Account		456	$	0
Pier 1 Imports (U.S.), Inc.	Capital One (US)	Store Account		1274	$	0
Pier 1 Imports (U.S.), Inc.	Capital One (US)	Store Account		1391	$	0
Pier 1 Imports (U.S.), Inc.	Capital One (US)	Store Account		1427	$	0
Pier 1 Imports (U.S.), Inc.	Capital One (US)	Store Account		1466	$	0
Pier 1 Imports (U.S.), Inc.	Capital One (US)	Store Account		1521	$	0
Pier 1 Imports (U.S.), Inc.	Capital One (US)	Store Account		1638	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Master Account		9020	$	437,959
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7352	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		50	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9956	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2760	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7253	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7505	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1355	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7337	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1320	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2406	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2778	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1304	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2836	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3031	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6297	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


Legal Entity	Bank	Account type	Last 4 Digits of Account Number		Book Balance¹
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3016	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7375	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8340	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1910	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1902	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9783	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8357	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2169	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8365	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3962	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		875	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		906	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5967	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7813	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6271	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7391	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		826	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1878	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		370	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3956	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5983	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3380	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		512	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		4901	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		347	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8870	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		83	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		361	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8282	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8367	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3537	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9039	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6007	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		753	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6658	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8888	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8484	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3312	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6419	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9783	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8381	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8399	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		595	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6359	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		603	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9750	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6595	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1886	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8423	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6820	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8528	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9667	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6580	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6181	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		758	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		629	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


Legal Entity	Bank	Account type	Last 4 Digits of Account Number		Book Balance¹
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2058	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1852	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7363	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		859	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9761	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		733	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8449	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1852	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8456	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3345	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7107	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6031	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		176	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2802	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		652	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7310	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8563	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1837	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9893	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3562	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1928	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3144	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8613	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		4965	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7680	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9999	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2185	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2177	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		686	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6226	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		790	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3334	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9175	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		702	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1936	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8339	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7360	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8598	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3550	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6515	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7578	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1008	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5533	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2235	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2554	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9508	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5343	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6122	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2909	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7821	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9840	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5096	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8408	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9739	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3977	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8855	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


Legal Entity	Bank	Account type	Last 4 Digits of Account Number		Book Balance¹
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6039	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8416	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7628	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7602	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5900	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1808	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5702	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5728	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8277	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1758	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5163	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3852	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1511	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3435	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8195	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9163	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2472	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1025	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9642	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		637	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8362	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7517	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9934	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1969	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9638	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8504	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6520	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1278	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1146	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1153	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		766	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6583	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6283	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5528	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		3906	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7586	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		379	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		8589	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6238	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		6215	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		7338	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		9893	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1655	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		2250	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5733	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		5397	$	0
Pier 1 Imports (U.S.), Inc.	Chase Bank (US)	Store Account		1891	$	0
Pier 1 Imports (U.S.), Inc.	Citizens Bank	Store Account		2534	$	8,800
Pier 1 Imports (U.S.), Inc.	Citizens Bank	Store Account		4835	$	5,455
Pier 1 Imports (U.S.), Inc.	Citizens Bank	Store Account		5238	$	2,809
Pier 1 Imports (U.S.), Inc.	Citizens Bank	Store Account		4878	$	0
Pier 1 Imports (U.S.), Inc.	Citizens Bank	Store Account		2802	$	6,475
Pier 1 Imports (U.S.), Inc.	Citizens Bank	Store Account		4983	$	7,891
Pier 1 Imports (U.S.), Inc.	Citizens Bank	Store Account		5319	$	0
Pier 1 Imports (U.S.), Inc.	Citizens Bank	Store Account		3593	$	1,205
Pier 1 Imports (U.S.), Inc.	Citizens Bank	Store Account		4916	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


Legal Entity	Bank	Account type	Last 4 Digits of Account Number		Book Balance¹
Pier 1 Imports (U.S.), Inc.	Citizens Bank	Store Account		3584	$	6,586
Pier 1 Imports (U.S.), Inc.	Comerica Bank (MI)	Store Account		3799	$	6,186
Pier 1 Imports (U.S.), Inc.	Commerce Bank	Store Account		6707		($309	)
Pier 1 Imports (U.S.), Inc.	Commerce Bank	Store Account		594	$	0
Pier 1 Imports (U.S.), Inc.	Commerce Bank	Store Account		2837	$	0	²
Pier 1 Imports (U.S.), Inc.	Commerce Bank	Store Account		7575	$	0
Pier 1 Imports (U.S.), Inc.	Commerce Bank	Store Account		6705	$	0
Pier 1 Imports (U.S.), Inc.	Compass Bank	Store Account		8681	$	16,687
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Master Account		7353	$	12,717
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		7480	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		7616	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		4355	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		3691	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		667	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		2821	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		7148	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		3699	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		3798	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		5923	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		3681	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		8414	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		3107	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		2169	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		4913	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		3780	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		3806	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		2397	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		8204	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		7938	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		3301	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		3657	$	0
Pier 1 Imports (U.S.), Inc.	Fifth Third Bank (OH)	Store Account		4127	$	0
Pier 1 Imports (U.S.), Inc.	First Hawaiian Bank (HI)	Store Account		3343	$	0
Pier 1 Imports (U.S.), Inc.	First National Bank (PA)	Store Account		8547	$	1,245
Pier 1 Imports (U.S.), Inc.	First National Bank of Burleson	Store Account		1208	$	0
Pier 1 Imports (U.S.), Inc.	Flagstar Bank	Store Account		7199	$	0
Pier 1 Imports (U.S.), Inc.	HSBC Bank USA (NY)	Store Account		1120	$	0	²
Pier 1 Imports (U.S.), Inc.	HSBC Bank Canada	Master Account		5002	$	0
Pier 1 Imports (U.S.), Inc.	HSBC Bank Canada (CN)	Store Account		5029	$	0
Pier 1 Imports (U.S.), Inc.	HSBC Bank Canada (CN) / BOM	Store Account		5001	$	0
Pier 1 Imports (U.S.), Inc.	Huntington Bank	Store Account		7847	$	2,337
Pier 1 Imports (U.S.), Inc.	Huntington Bank	Store Account		1959	$	18,643
Pier 1 Imports (U.S.), Inc.	Huntington Bank	Store Account		1173	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Master Account		3853	$	22,357
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		6994	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		6846	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		6887	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		9758	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		6960	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		6978	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		6986	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		8319	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		6049	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		7780	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		4317	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		838	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


Legal Entity	Bank	Account type	Last 4 Digits of Account Number		Book Balance¹
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		7417	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		5241	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		3398	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		5073	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US)	Store Account		3920	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Master Account		4989	$	10,548
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		3459	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		3467	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		4971	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		4955	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		46	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		4948	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		3434	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		4963	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		2857	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		466	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		4922	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		515	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		3442	$	0
Pier 1 Imports (U.S.), Inc.	KeyBank (US) (f/k/a First Niagara Bank)	Store Account		53	$	0
Pier 1 Imports (U.S.), Inc.	M&T Bank (US)	Store Account		478	$	3,361
Pier 1 Imports (U.S.), Inc.	Middlesex Savings Bank	Store Account		1696	$	3,333
Pier 1 Imports (U.S.), Inc.	PNC Bank (US)	Store Account		3177	$	356,910
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Master Account		158	$	47,589
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		4271	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		1077	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		868	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		4940	$	0	²
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		1093	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		2832	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		1107	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		4336	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		1115	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		5421	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		8711	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		8479	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		8487	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		2875	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		2901	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		51	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		1546	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		2840	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		2891	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		9932	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		7792	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		2883	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		8509	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		2859	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		1131	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		1158	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		4464	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		3707	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		9924	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		8437	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		1174	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		3355	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


Legal Entity	Bank	Account type	Last 4 Digits of Account Number		Book Balance¹
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		8340	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		8614	$	0
Pier 1 Imports (U.S.), Inc.	Regions Bank (US)	Store Account		4340	$	0
Pier 1 Imports (U.S.), Inc.	Royal Bank of Canada	Store Account		2639	$	0
Pier 1 Imports (U.S.), Inc.	Santander	Store Account		4940	$	0
Pier 1 Imports (U.S.), Inc.	Scotia Bank (CN)	Store Account		5514	$	0
Pier 1 Imports (U.S.), Inc.	Summit Community Bank	Store Account		3590	$	5,046
Pier 1 Imports (U.S.), Inc.	SunTrust Bank (US)	Store Account		9112	$	38,540
Pier 1 Imports (U.S.), Inc.	TD Bank Canada	Store Account		4626	$	0
Pier 1 Imports (U.S.), Inc.	TD Banknorth (TD Bank)	Store Account		4972	$	26,080
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Master Account		8338	$	25,603
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		9300	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3166	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3182	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		8949	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3208	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		241	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		9383	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		1126	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		8944	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3224	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		1061	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		4936	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3232	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		1241	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		2776	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		4003	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		9987	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		707	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		8022	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		9342	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		1308	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3257	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		274	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		1948	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3273	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		1498	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		8956	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3299	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		1997	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3307	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3315	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		258	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3331	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		8415	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		8881	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3349	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		7500	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		940	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		2915	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		5521	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		5760	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3372	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		2348	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3380	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		5522	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


Legal Entity	Bank	Account type	Last 4 Digits of Account Number		Book Balance¹
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3422	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3430	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3448	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		6299	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		8345	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		8990	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		9698	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		9797	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3709	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		7569	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		1352	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		7077	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		1485	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		1477	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		5156	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		8899	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		3168	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		9771	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		9995	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		9721	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		2511	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		1852	$	0
Pier 1 Imports (U.S.), Inc.	U.S. Bank (US)	Store Account		6949	$	0
Pier 1 Imports (U.S.), Inc.	United National Bank of Parkersburg	Store Account		3780	$	3,100
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Master Account		2636	$	609,574
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2166	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9742	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6665	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8535	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9265	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5829	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6673	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		94	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2317	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5277	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5634	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6699	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8845	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5285	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		52	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5293	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2309	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6707	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6715	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2454	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8738	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2280	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2349	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		25	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		86	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		44	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9432	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6723	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4823	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3619	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2234	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


			Last 4
			Digits of
			Account		Book
Legal Entity	Bank	Account type	Number		Balance¹
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2398	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2109	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9815	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5702	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2406	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9220	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2117	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9857	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2125	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8852	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4856	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4460	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5242	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5717	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6756	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8753	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9938	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1162	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8761	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5236	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3046	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5244	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4789	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5803	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9730	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6772	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9946	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7872	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6780	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8710	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2518	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6798	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		109	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9845	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1437	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9954	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6814	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5351	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9962	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6822	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9970	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8801	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9273	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5746	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8744	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6830	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3398	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5665	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4762	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3836	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8751	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5837	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8787	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		33	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6855	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8769	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


			Last 4
			Digits of
			Account		Book
Legal Entity	Bank	Account type	Number		Balance¹
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8777	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4973	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2242	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8785	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8803	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5811	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3156	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1427	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		998	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6871	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6889	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6897	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1370	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2570	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3949	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6905	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6475	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		572	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8445	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7987	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9263	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6913	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		10	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9881	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		465	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6939	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6947	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8514	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7602	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6242	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9251	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4779	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5846	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3503	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6954	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1170	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6798	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6962	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6970	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		122	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		878	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9240	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5753	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6988	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8620	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6996	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		984	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		616	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7010	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1693	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1595	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7028	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1551	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2420	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6671	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


			Last 4
			Digits of
			Account		Book
Legal Entity	Bank	Account type	Number		Balance¹
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1004	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6663	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8472	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8607	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2244	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2130	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5679	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4366	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4099	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7036	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8526	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8599	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8581	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3633	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9837	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6070	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6959	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4849	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8860	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4039	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8573	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7044	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2148	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8837	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5413	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7051	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7069	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4787	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8557	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7077	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5702	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1384	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3200	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1567	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1603	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7093	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9926	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3926	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		741	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2285	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6463	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7101	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5986	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4548	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9652	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7848	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5761	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7409	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5948	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5795	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5710	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5149	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7573	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1203	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6356	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2291	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


			Last 4
			Digits of
			Account		Book
Legal Entity	Bank	Account type	Number		Balance¹
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2354	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7741	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3317	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9052	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5395	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7143	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7899	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5184	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8807	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8878	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		295	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1130	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5043	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5787	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		987	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		908	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4927	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7514	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7150	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5533	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5591	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2372	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2549	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7168	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5558	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3622	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		77	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3614	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4795	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7200	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9736	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2209	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1046	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7226	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5642	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7234	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3627	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6372	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7594	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6832	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1392	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8229	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		6824	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		1873	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8237	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2455	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8030	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4831	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5725	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4484	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7864	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2425	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4476	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		923	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9135	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		766	$	0

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information


			Last 4
			Digits of
			Account		Book
Legal Entity	Bank	Account type	Number		Balance¹
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		2283	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		9196	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5377	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5291	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8565	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5609	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3969	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5719	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3977	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3931	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		956	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		980	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3630	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7264	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		8143	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7004	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		5598	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		3619	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		4051	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo (US)	Store Account		7127	$	0
Pier 1 Imports (U.S.), Inc.	Wesbanco Bank	Store Account		5661	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo	Receipt Concentration Account		6030	$	3,907,300
Pier 1 Imports (U.S.), Inc.	Wells Fargo	Main Concentration Account		0820	$	17,784,101
Pier 1 Imports (U.S.), Inc.	Wells Fargo	Store Concentration Account		5015	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo	Deposit Account		4606	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo	Disbursement Account		5559	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo	Disbursement Account		8395	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo	Inactive Account		0001	$	0
Pier 1 Imports (U.S.), Inc.	Wells Fargo	Investment Account		6337	$	1,568,378
Pier 1 Imports (U.S.), Inc.	Bank of America	Disbursement Account		2471	$	1,525,073
Pier 1 Imports (U.S.), Inc.	Bank of America	Disbursement Account		7502	$	637,303
Pier 1 Imports (U.S.), Inc.	Bank of America	Inactive Account		7925	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America	Inactive Account		0905	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America	Inactive Account		4708	$	0
Pier 1 Imports (U.S.), Inc.	Bank of America	Investment Account		5A11	$	3,375
Pier 1 Imports (U.S.), Inc.	Bank of America, London	Operating Account		9017	$	2,734
Pier 1 Imports (U.S.), Inc.	RBC	Canadian Concentration		2621	$	431,006
Pier 1 Imports (U.S.), Inc.	RBC	Canadian Disbursement		2647	$	0
Pier 1 Imports (U.S.), Inc.	RBC	Canadian Disbursement		4679	$	6,273
Pier 1 Imports (U.S.), Inc.	RBC	Canadian Operating Account		4638	$	0
Pier 1 Imports (U.S.), Inc.	RBC	Investment Account		2440	$	0
Pier 1 Imports (U.S.), Inc.	Bank of Montreal	Letter of Credit Account		6982	$	21,061
Pier 1 Imports (U.S.), Inc.	Chase	Operating Account		9428	$	19,701
Pier 1 Imports (U.S.), Inc.	Chase	Earnings Credit Rate Account		7301	$	950
Pier 1 Imports, Inc.	Wells Fargo	Disbursement Account		6105	$	3,083,085
Pier 1 Imports, Inc.	Wells Fargo	Investment Account		6418	$	5,197
Pier 1 Services Co.	Wells Fargo	Disbursement Account		6089	$	29,067,685
Pier 1 Services Co.	Wells Fargo	Disbursement Account		5772	$	0
Pier 1 Services Co.	Wells Fargo	Investment Account		6416	$	10,008,018
Pier 1 Services Co.	Bank of America	Disbursement Account		2484	$	267,216
Pier 1 Services Co.	Bank of America	Disbursement Account		7510	$	84,747
Pier 1 Value Services, LLC	HSBC	Business Savings Account		5895	$	6,533
Pier 1 Value Services, LLC	Wells Fargo	Disbursement Account		6113	$	547
Pier 1 Value Services, LLC	Wells Fargo	Investment Account		6419	$	3,489
Pier Licensing, Inc.	Wells Fargo	Licensing Account		3289	$	50
PIR Trading, Inc.	Wells Fargo	Investment Account		3636	$	4,156

In re: Pier 1 Imports, Inc., et al.

MOR-2

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Bank Account Information

Last 4

Digits of

Account

Book

Legal Entity

Bank

Account type

Number

Balance¹

PIR Trading, Inc.

Wells Fargo

Deposit Account

2083

452,059

70,794,131

Notes to MOR 2:

[1]	Account balances are listed is as of August 1, 2020. This is the date of the fiscal month-ended July 2020.

[2]	Account was closed during the month of July.

In re: Pier 1 Imports, Inc., et al.

MOR-3

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Schedule of Payments to Insiders


Professional	Role / Capacity	Amount Paid		Cumulative Payments Since Filing
HALEY MARK R	EVP Store Sales And Operations	$	26,506	$	133,421
SAVAGE WILLIAM	EVP And Chief Global Supply Chain Officer		—		109,753
COLACO DONNA	President		47,073		228,870
RIESBECK ROBERT JAMES	Director, CEO and CFO		72,942		346,590
MCKOWN III GEORGE R.	SVP, General Counsel And Corporate Secretary		34,698		126,252
MURRAY CHRISTINE C.	EVP Human Resources and CHRO		23,531		117,244
BACHELDER CHERYL A	Director		—		30,833
BASS ROBERT	Director		—		30,833
DODDS HAMISH	Director		—		39,167
HOFFMAN BRENDAN	Director		—		30,833
KLINE ALLIE	Director		—		30,833
LONDON TERRY	Director		—		51,667
PEEL MICHAEL	Director		—		35,000
SARDINI ANN	Director		—		41,070
CORRIE PAMELA	Director		50,000		150,380
PANAGOS STEVEN	Director		50,000		150,000

		$	304,751	$	1,652,747

In re: Pier 1 Imports, Inc., et al.

MOR-4

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Schedule of Payments to Professionals


Payee	Role of Insider	Amount Paid		Cumulative Payments Since Filing
A&G REALTY PARTNERS LLC	DEBTORS’ ADVISOR	$	—	$	851,322
ALVAREZ AND MARSAL CANADA INC	DEBTORS’ ADVISOR		—		35,095
AP SERVICES LLC	DEBTORS’ FINANCIAL ADVISOR		582,037		2,558,557
BROWN RUDNICK LLP	LENDERS’ COUNSEL		—		679,241
CHOATE, HALL, & STEWART LLP	LENDERS’ COUNSEL		82,642		500,730
EPIQ CORPORATE RESTRUCTURING LLC	DEBTORS’ ADMINISTRATIVE ADVISOR		386,196		1,618,598
FTI CONSULTING INC	LENDERS’ FINANCIAL ADVISOR		300,266		911,418
GORDON BROTHERS RETAIL PARTNERS, LLC	DEBTORS’ ADVISOR		5,733,263		19,955,517
GUGGENHEIM SECURITIES LLC	DEBTORS’ INVESTMENT BANKER		466,075		3,117,306
HUNTON ANDREWS KURTH LLP	LENDERS’ COUNSEL		13,446		111,187
JOELE FRANK, WILKINSON BRIMMER KATCHER	DEBTORS’ COMMUNICATIONS CONSULTANT		28,263		82,597
KIRKLAND & ELLIS LLP	DEBTORS’ COUNSEL		594,139		2,471,800
KUTAK ROCK LLP	DEBTORS’ COUNSEL		139,692		287,714
MORGAN, LEWIS & BOCKIUS LLP	LENDERS’ COUNSEL		96,717		455,106
NORTON ROSE FULBRIGHT	LENDERS’ COUNSEL		—		131,511
OSLER HOSKIN AND HARCOURT LLP	DEBTORS’ COUNSEL		—		297,300
PROVINCE INC	UNSECURED CREDITORS COMMITTEE ADVISORS		157,991		688,841
SEWARD AND KISSEL LLP	LENDERS’ COUNSEL		18,554		177,626
WHITEFORD, TAYLOR & PRESTON, LLC	LENDERS’ COUNSEL		752		54,514
STIKEMAN ELLIOTT LLP	TERM LOAN LENDER ADVISORS		—		48,127
COLE SCHOTZ PC	UNSECURED CREDITORS COMMITTEE ADVISORS		192,993		682,637
FOLEY AND LARDNER LLP	UNSECURED CREDITORS COMMITTEE ADVISORS		197,011		683,954
MALFITANO ADVISORS LLC	DEBTORS’ ADVISOR		11,799		48,147

		$	9,001,837	$	36,448,843

In re: Pier 1 Imports, Inc., et al.

MOR-5

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Postpetition Status of Secured Notes, Leases Payable, and Adequate Protection Payments


PAYMENTS
Name of Creditor	Description	Scheduled Monthly Payment Due		Amount Paid		Total Unpaid Postpetition
Various Lessors	July Rent¹	$	10,774,936	$	17,609,347	$	7,181,978
Bank of America, N.A. - FILO Loan	Interest		—		—		—
Bank of America, N.A. - Revolving Credit Loan	Interest - Prime		—		—		—
Bank of America, N.A. - Revolving Credit Loan	Interest - Libor		—		—		—
Bank of America, N.A. - Revolving Credit Loan	Unused, Fronting & Standby Fees		—		—		—
Pathlight Capital Fund I LP - ABL Term Loan	Interest		111,329		111,329		—
Industrial Revenue Bond	Interest		—		—		—

TOTAL:		$	10,886,265	$	17,720,676	$	7,181,978


DIP FINANCING
Name of Creditor	Beginning Balance		Draws		Pay-Downs			Ending Balance
Bank of America, N.A. - Revolving Credit Loan	$	—	$	—	$	—		$	—
Bank of America, N.A. - FILO Loan		—		—		—			—
Pathlight Capital Fund I LP - ABL Term Loan		31,043,541		—		(31,043,541	)		—

TOTAL:	$	31,043,541	$	—	$	(31,043,541	)	$	—

Notes to MOR 5:

[1]	Pursuant to the Order Granting (I) Relief Related to the Interim Budget, (II) Temporarily Adjourning Certain Motions and Applications for Payments, and (III) Granting Related Relief, the Debtors have suspended certain postpetition payments, including rent.

In re: Pier 1 Imports, Inc., et al.

MOR-6

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Accounts Receivable and Accounts Payable Aging


Accounts Receivable Aging
Accounts Receivable Days Aging		Amount
0-30
31-60
61-90
91+
Other Non-Trade Receivables

Accounts Receivable (Gross)
A/R Allowance for Bad Debts
Other Reserves

Accounts Receivable (Net)


	Accounts Payable Aging ^{1, 2}
Accounts Payable Category	Current		1-30 Days		31-60 Days		61+ Days		Total
Trade Payables		5,436,485.46		1,548,361.84		2,030,934.70		2,231,068.92		11,246,850.92
Taxes Payables		571.04		694.68		47,196.68		—		48,462.40

Notes to MOR 6:

As described in the Notes to the Monthly Operating Report, in light of current circumstances, the Debtors have engaged in reasonable efforts to provide complete and accurate information on this report. To the extent the Debtors learn more information and determine that amending this report is appropriate, they will do so as soon as reasonably practicable.

[1]

Includes postpetition balances only. Aging is based on the Debtors’ unfinalized books and records as of August 1, 2020 and represents open and outstanding invoices that have been entered into the Debtors’ accounts payable system. The aging does not include accruals for invoices not yet received or approved and is aged based on due date.

[2]

Non-current balances due primarily to delayed receipt of invoices or increased processing time due to employees being furloughed and pursuant to the Order Granting (I) Relief Related to the Interim Budget, (II) Temporarily Adjourning Certain Motions and Applications for Payments, and (III) Granting Related Relief.

In re: Pier 1 Imports, Inc., et al.

MOR-7

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Status Postpetition Taxes

Tax Category

Beginning
Liability

Amount
Withheld
or
Accrued

Amount
Paid

Ending
Liability

Sales Tax

Payroll Tax

Property Tax

State Income/Franchise Tax

Other Taxes

Total

—

Notes to MOR 7:

At the time of this filing, the Debtors believe that they are current with all tax obligations owed to each of the Debtors’ taxing authorities. Also, tax returns are being filed in an orderly and timely fashion in accordance with tax return reporting deadlines. The Debtors plan to amend this schedule as appropriate upon which time its employees have returned to work and are able to make the appropriate accounting entries to report this information.

In re: Pier 1 Imports, Inc., et al.

MOR-8

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Debtor Questionnaire


General Questions		Yes	No
1.	HAVE ANY ASSETS BEEN SOLD OR TRANSFERRED OUTSIDE THE NORMAL COURSE OF BUSINESS THIS REPORTING PERIOD?	X^{1, 2, 3}
2.	HAVE ANY FUNDS BEEN DISBURSED FROM ANY ACCOUNT OTHER THAN A DEBTOR IN POSSESSION ACCOUNT?		X
3.	ARE ANY POSTPETITION RECEIVABLES (ACCOUNTS, NOTES, OR LOANS) DUE FROM RELATED PARTIES?	X⁴
4.	HAVE ANY PAYMENTS BEEN MADE ON PREPETITION LIABILITIES THIS REPORTING PERIOD?	X⁵
5.	HAVE ANY POSTPETITION LOANS BEEN RECEIVED BY THE DEBTOR FROM ANY PARTY?		X
6.	ARE ANY POSTPETITION PAYROLL TAXES PAST DUE?		X
7.	ARE ANY POSTPETITION STATE OR FEDERAL INCOME TAXES PAST DUE?		X
8.	ARE ANY POSTPETITION REAL ESTATE TAXES PAST DUE?		X
9.	ARE ANY OTHER POSTPETITION TAXES PAST DUE?		X
10.	ARE ANY AMOUNTS OWED TO POSTPETITION CREDITORS DELINQUENT?	X⁶
11.	HAVE ANY PREPETITION TAXES BEEN PAID DURING THE REPORTING PERIOD?	X⁷
12.	ARE ANY WAGE PAYMENTS PAST DUE?		X

Insurance		Yes	No
1.	ARE WORKER’S COMPENSATION, GENERAL LIABILITY AND OTHER NECESSARY INSURANCE COVERAGES IN EFFECT?	X
2.	ARE ALL PREMIUM PAYMENTS PAID CURRENT?	X
3.	PLEASE ITEMIZE POLICIES BELOW.	See following page

[1]

Pursuant to the Final Order (I) Authorizing the Debtors to Assume the Consulting Agreement, (II) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to be Free and Clear of All Liens, Claims, and Encumbrances, (III) Authorizing Customary Bonuses to Employees of Closing Stores, and (IV) Granting Related Relief, the Debtors have been selling fixtures and other items from locations that have been closed, or are scheduled to close.

[2]	Pursuant to the Final Order (I) Authorizing the sale of intellectual property assets free and clear of liens, claims, encumbrances, and other interests, and (II) granting related relief the Debtors have sold certain intellectual property.

[3]

Pursuant to the Final Order (I) Approving the private sale free and clear of liens, claims, encumbrances, and interests, (II) Approving the payment of bid protection obligations to the stalking horse bidder, (II) Approving the payment of brokerage fees to Jones Lang Lasalle, and (iv) Granting related relief the Debtors have sold certain real property, together with that certain building, improvements, easements, hereditaments, fixtures, furniture, equipment (including office furniture, forklifts, racks, and racking), and appurtenances thereunto belonging located in Mansfield, Texas.

[4]

Pursuant to the Final Order (I) Authorizing the Debtors to (A) Continue to Operate their Cash Management System, (B) Honor Certain Prepetition Obligations Related Thereto, (C) Maintain Existing Business Forms, and (D) Perform Intercompany Transactions, and (II) Granting Related Relief (Docket No. 344), the Debtors continue to enter into ordinary course intercompany transactions postpetition consistent with the Debtors’ operation of their business in the prepetition period.

[5]	The Debtors made various payments on prepetition liabilities during the period pursuant to the interim and final first day orders.

[6]	Pursuant to the Order Granting (I) Relief Related to the Interim Budget, (II) Temporarily Adjourning Certain Motions and Applications for Payments, and (III) Granting Related Relief, the Debtors have suspended certain postpetition payments.

[7]	Pursuant to the Final Order (I) Authorizing the Payment of Certain Prepetition and Postpetition Taxes and Fees and (II) Granting Related Relief (Docket No. 374), the Debtors continue to pay prepetition taxes and fees as they come due.

In re: Pier 1 Imports, Inc., et al.

MOR-8A

Case No. (Jointly Administered)

Reporting Period:

20-30805

7/1/20 - 7/31/20

Debtor Questionnaire - Insurance Supplement

Change (New, Lapsed,
Modified, etc.)

Policy Type

Insurance Carrier

Policy Number

Policy Term

Approximate Annualized
Premium

Workers Compensation & Employers Liability

Safety National

LDS4043715

5/1/20 - 3/1/21

1,278,329

Workers Compensation & Employers Liability

Safety National

PS4043716

5/1/20 - 3/1/21

Commercial General Liability

Safety National

GL 4043721

5/1/20 - 3/1/21

Automobile Liability

Safety National

CA6675598

5/1/20 - 3/1/21

Excess Liability

XL Insurance

US00052669Ll20A

5/1/20 - 3/1/21

Excess Liability

Great American/Chubb

EXC3275131

5/1/20 - 3/1/21

Excess Liability

American Guarantee

SFX993677400

5/1/20 - 3/1/21

Excess Liability

Indemnity Insurance

G71496326002

5/1/20 - 3/1/21

Umbrella Liability

AIG Commerce & Industry Insurance

51569653

5/1/20 - 3/1/21

In re: Pier 1 Imports, Inc., et al.

Appendix A - Statement of Operations (Consolidated)

Appendix B - Balance Sheet (Consolidated)

As described in the Notes to the Monthly Operating Report, in light of current circumstances, the Debtors are unable to provide a current Statement of Operations and Balance Sheet at this time. Please see the following pages for the months-ending May and June Statement of Operations and Balance Sheet.

Pier 1 Imports, Inc.

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands except per share amounts) (unaudited)


	May 30, 2020			% of Sales
Net sales	$	58,078			100.0	%
Cost of sales		48,685			83.8	%

Gross profit		9,393			16.2	%
Selling, general and administrative expenses		459,606			791.4	%
Depreciation		3,681			6.3	%


Operating loss		(453,894	)		(781.5	%)

Nonoperating (income) and expenses:
Interest, investment income and other		(72	)
Interest expense		760
Reorganization items		(213,160	)

		(212,472	)		(365.8	%)


Loss before income taxes		(241,422	)		(415.7	%)
Income tax benefit		(127,873	)		(220.2	%)

Net loss	$	(113,549	)		(195.5	%)

Loss per share:
Basic	$	(27.16	)

Diluted	$	(27.16	)

Average shares outstanding during period:
Basic		4,181

Diluted		4,181

Note: These financial statements are presented on preliminary and unaudited basis and remain subject to future adjustments and may not comply in all material respects with generally accepted accounting principles in United States of America (“U.S. GAAP”). The financial statements have not been subject to certain procedures that would typically be applied to financial information in accordance with U.S. GAAP, and upon application of such procedures, the financial statements could be subject to changes, which could be material. The information furnished in this report includes primarily normal recurring adjustments, but does not include all adjustments that would typically be made for financial statements prepared in accordance with U.S. GAAP.

Pier 1 Imports, Inc.

CONSOLIDATED BALANCE SHEET

(in thousands except share amounts) (unaudited)


	May 30, 2020
	May 30, 2020
ASSETS

Current assets:

Cash and cash equivalents, including temporary investments of $166	$	8,176
Restricted cash		9,982
Accounts receivable, net		27,886
Inventories		188,520
Prepaid expenses and other current assets		166,321

Total current assets		400,885

Properties and equipment, net		9,993
Other noncurrent assets		16,890

	$	427,768

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	43,939
Gift cards and other deferred revenue		28,551
Borrowings under revolving line of credit		48,860
Current portion of long-term debt		56,044
Current portion of operating lease liabilities		43,761
Other accrued liabilities		95,669

Total current liabilities		316,824

Long-term debt		20,114
Other noncurrent liabilities		3,127

Total noncurrent liabilities		23,241

Liabilities subject to compromise		540,680

Shareholders’ deficit:
Common stock, $0.001 par, 25,000,000 shares authorized, 6,262,000 issued		6
Paid-in capital		162,726
Retained earnings		(10,059	)
Cumulative other comprehensive loss		(8,576	)
Less – 2,059,000 common shares in treasury, at cost		(597,074	)

Total shareholders’ deficit		(452,977	)

	$	427,768

Pier 1 Imports, Inc.

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands except per share amounts) (unaudited)


	July 4, 2020			% of Sales
Net sales	$	158,193			100.0	%
Cost of sales		86,327			54.6	%

Gross profit		71,866			45.4	%

Selling, general and administrative expenses		25,936			16.4	%
Depreciation		(18	)		0.0	%


Operating income		45,948			29.0	%

Nonoperating (income) and expenses:
Interest, investment income and other		(55	)
Interest expense		559
Reorganization items		(1,392	)

		(888	)		(0.6	%)

Income before income taxes		46,836			29.6	%
Income tax provision		2			0.0	%

Net income	$	46,834			29.6	%

Earnings per share:
Basic	$	11.20

Diluted	$	11.20

Average shares outstanding during period:
Basic		4,181

Diluted		4,181

Pier 1 Imports, Inc.

CONSOLIDATED BALANCE SHEET

(in thousands except share amounts) (unaudited)


	July 4, 2020
ASSETS

Current assets:

Cash and cash equivalents, including temporary investments of $99	$	48,190
Restricted cash		54,548
Accounts receivable, net		26,061
Inventories		127,144
Prepaid expenses and other current assets		87,129

Total current assets		343,072

Properties and equipment, net		9,829
Other noncurrent assets		16,958

	$	369,859

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	27,299
Gift cards and other deferred revenue		23,401
Current portion of long-term debt		31,044
Current portion of operating lease liabilities		33,277
Other accrued liabilities		97,284

Total current liabilities		212,305

Long-term debt		20,114
Other noncurrent liabilities		3,110

Total noncurrent liabilities		23,224

Liabilities subject to compromise		540,784

Shareholders’ deficit:
Common stock, $0.001 par, 25,000,000 shares authorized, 6,262,000 issued		6
Paid-in capital		166,306
Retained earnings		36,775
Cumulative other comprehensive loss		(8,745	)
Less – 2,072,000 common shares in treasury, at cost		(600,796	)

Total shareholders’ deficit		(406,454	)

	$	369,859

EX-99.2 4 d17855dex992.htm EX-99.2 EX-99.2

Exhibit 99.2


Joshua A. Sussberg, P.C. (admitted pro hac vice)		Michael A. Condyles (VA 27807)
Emily E. Geier (admitted pro hac vice)		Peter J. Barrett (VA 46179)
AnnElyse Scarlett Gains (admitted pro hac vice)		Jeremy S. Williams (VA 77469)
KIRKLAND & ELLIS LLP		Brian H. Richardson (VA 92477)
KIRKLAND & ELLIS INTERNATIONAL LLP		KUTAK ROCK LLP
601 Lexington Avenue		901 East Byrd Street, Suite 1000
New York, New York 10022		Richmond, Virginia 23219-4071
Telephone: (212) 446-4800		Telephone: (804) 644-1700
Facsimile: (212) 446-4900		Facsimile: (804) 783-6192

-and-

Joshua M. Altman (admitted pro hac vice)
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION


	)
In re:	)	Chapter 11
	)
PIER 1 IMPORTS, INC., et al.,¹	)	Case No. 20-30805 (KRH)
	)
Debtors.	)	(Jointly Administered)
	)

ORDER CONFIRMING THE AMENDED JOINT CHAPTER 11

PLAN OF PIER 1 IMPORTS, INC. AND ITS DEBTOR AFFILIATES

WHEREAS, Pier 1 Imports, Inc. and the other above-captioned debtors and debtors in possession (collectively, the “Debtors”) have, among other things:

commenced, on February 17, 2020 (the “Petition Date”), these chapter 11 cases (the “Chapter 11 Cases”) by filing voluntary petitions in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”);²

Capitalized terms used but not otherwise defined in these findings of fact, conclusions of law, and order (collectively, the “Confirmation Order”) have the meanings given to them in the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and Its Debtor Affiliates, attached hereto as Exhibit A (as may be amended, supplemented, or otherwise modified from time to time, and including all exhibits and supplements thereto, the “Plan”). The rules of interpretation set forth in Article I.B of the Plan apply to this Confirmation Order.

continued to operate their businesses and manage their properties as debtors in possession in accordance with sections 1107(a) and 1108 of the Bankruptcy Code;

filed, on February 27, 2020, the Joint Chapter 11 Plan of the of Pier 1 Imports, Inc. and Its Debtor Affiliates [Docket No. 178], the Disclosure Statement for the Joint Chapter 11 Plans of Pier 1 Imports, Inc. and Its Debtor Affiliates [Docket No. 179], and the Debtors’ Motion for Entry of an Order (I) Approving the Adequacy of the Disclosure Statement, (II) Approving the Solicitation and Notice Procedures with Respect to Confirmation of the Debtors’ Proposed Chapter 11 Plans, (III) Approving the Forms of Ballots and Notices in Connection Therewith, (IV) Scheduling Certain Dates with Respect Thereto, and (V) Granting Related Relief [Docket No. 180];

filed, on June 23, 2020, the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and Its Debtor Affiliates [Docket No. 789] (the “First Amended Plan”) and the Disclosure Statement for the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and Its Debtor Affiliates [Docket No. 790];

filed, on June 23, 2020, the Notice of Filing of Revised Order (I) Approving the Adequacy of the Disclosure Statement, (II) Approving the Solicitation and Notice Procedures with Respect to Confirmation of the Debtors’ Proposed Chapter 11 Plan, (III) Approving the Forms of Ballots and Notices in Connection Therewith, (IV) Scheduling Certain Dates with Respect Thereto, and (V) Granting Related Relief [Docket No. 791];

obtained, on June 24, 2020, entry of the Order (I) Approving the Adequacy of the Disclosure Statement, (II) Approving the Solicitation and Notice Procedures with Respect to Confirmation of the Debtors’ Proposed Chapter 11 Plan, (III) Approving the Forms of Ballots and Notices in Connection Therewith, (IV) Scheduling Certain Dates with Respect Thereto, and (V) Granting Related Relief [Docket No. 804] (the “Disclosure Statement Order”) approving the Disclosure Statement, voting and solicitation procedures (the “Solicitation Procedures”), and related notices, forms, and ballots (collectively, the “Solicitation Packages”) and related dates and deadlines;

caused the Solicitation Packages and notice of the Confirmation Hearing and the deadline for objecting to confirmation of the Plan to be distributed on or about June 26, 2020, (collectively, the “Solicitation Date”), in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), the Disclosure Statement Order, and the Solicitation Procedures, as evidenced by, among other things, the Affidavit of Service of Solicitation Materials [Docket No. 889] (the “Solicitation Affidavit”);

caused, on July 13, 2020 and July 16, 2020, respectively, notice of the Confirmation Hearing (the “Confirmation Hearing Notice”) to be published in the USA Today (national edition) and The Globe and Mail (Canada), as evidenced by the Affidavit of Publication [Docket Nos. 843 and 866] (the “Publication Affidavit”);

filed, on July 15, 2020, the Notice of Filing of Plan Supplement for the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and its Debtor Affiliates [Docket No. 858] (the “First Plan Supplement”) and, on July 30, 2020, the Notice of Filing of Second Plan Supplement [Docket No. 964] (the “Second Plan Supplement” and, collectively with the First Plan Supplement, the “Plan Supplement”).

obtained, on February 18, 2020, entry of the Order (I) Establishing Bidding Procedures, (II) Scheduling Bid Deadlines and an Auction, (III) Approving the Form and Manner of Notice Thereof, (IV) Approving the Form of Asset Purchase Agreement, (B) Authorizing Assumption of the Plan Support Agreement and (VI) Granting Related Relief the (the “Bidding Procedures Order”) [Docket No. 102], which approved, among other things, the bidding procedures and the timeline for the Sale of the Debtors’ assets;

filed, on July 27, 2020, the Declaration of Stephenie Kjontvedt on Behalf of Epiq Corporate Restructuring, LLC Regarding Voting and Tabulation of Ballots Accepting and Rejecting the Amended Joint Chapter 11 Plans of Pier 1 Imports, Inc. and Its Debtor Affiliates [Docket No. 928] (the “First Voting Report”) and filed, on July 30, 2020, the Amended Declaration of Stephenie Kjontvedt on Behalf of Epiq Corporate Restructuring, LLC Regarding Voting and Tabulation of Ballots Accepting and Rejecting the Amended Joint Chapter 11 Plans of Pier 1 Imports, Inc. and Its Debtor Affiliates [Docket No. 965] (the “Second Voting Report” and, collectively with the First Voting Report, the “Voting Report”);

filed, on July 28, 2020, the Debtors’ Memorandum of Law in Support of Confirmation of the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and its Debtor Affiliates [Docket No. 941] (the “Confirmation Brief”);

filed, on July 28, 2020, the Declaration of Robert J. Riesbeck in Support of Confirmation of the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and its Debtor Affiliates [Docket No. 942] (the “Riesbeck Declaration”);

filed, on July 29, 2020, the Notice of Filing of Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and Its Debtor Affiliates [Docket No. 956];

filed, on July 29, 2020, the Notice of Filing of Proposed Order Confirming the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and Debtor Affiliates [Docket No. 957];

This Court having:

entered the Disclosure Statement Order on June 24, 2020 [Docket No. 804];

set June 19, 2020, at 4:00 p.m. (prevailing Eastern Time) as the deadline for filing objections in opposition to the solicitation version of the Plan, except for certain specified objections;

set July 24, 2020, at 4:00 p.m. (prevailing Eastern Time) as the deadline to vote on the Plan;

set July 24, 2020, at 4:00 p.m. (prevailing Eastern Time) as the deadline to file objections to the Plan;

set July 30, 2020, at 1:00 p.m. (prevailing Eastern Time) as the date and time for the commencement of the Confirmation Hearing in accordance with rules 3017 and 3018 of the Bankruptcy Rules and sections 1126, 1128, and 1129 of the Bankruptcy Code;

reviewed the Plan, the Disclosure Statement, the Confirmation Brief, the Voting Report, and all pleadings, exhibits, statements, responses, and comments regarding Confirmation, including all objections, statements, and reservations of rights filed by parties in interest on the docket of the Chapter 11 Cases;

held the Confirmation Hearing;

heard the statements and arguments made by counsel with respect to Confirmation;

considered all oral representations, live testimony, written direct testimony, exhibits, documents, filings, and other evidence presented at the Confirmation Hearing;

entered rulings on the record at the Confirmation Hearing held on July 30, 2020 (the “Confirmation Ruling”);

overruled any and all objections to the Plan and Confirmation, except as otherwise stated or indicated on the record, and all statements and reservations of rights not consensually resolved, agreed to, or withdrawn, unless otherwise indicated; and

aa.

taken judicial notice of all papers and pleadings filed in the Chapter 11 Cases.

NOW, THEREFORE, the Bankruptcy Court having found that notice of the Confirmation Hearing and the opportunity for any party in interest to object to Confirmation have been adequate and appropriate as to all parties affected or to be affected by the Plan and the transactions

contemplated thereby; and the record of the Chapter 11 Cases and the legal and factual bases set forth in the documents filed in support of Confirmation and presented at the Confirmation Hearing including, without limitation, the Riesbeck Declaration establishes just cause for the relief granted in this Confirmation Order; and after due deliberation thereon and good cause appearing therefor, the Bankruptcy Court hereby makes and issues the following findings of fact, conclusions of law, and order:

I. FINDINGS OF FACT AND CONCLUSIONS OF LAW

IT IS HEREBY FOUND AND DETERMINED THAT:

A.	Jurisdiction and Venue

1. The Bankruptcy Court has subject matter jurisdiction over this matter under 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference from the United States District Court for the Eastern District of Virginia, dated July 10, 1984. The Bankruptcy Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed. The Debtors confirm their consent, pursuant to Bankruptcy Rule 7008, to entry of a final order by the Bankruptcy Court in connection with Confirmation to the extent that it is later determined that the Bankruptcy Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Venue in this Court was proper as of the Petition Date and continues to be proper under 28 U.S.C. §§ 1408 and 1409. Confirmation of the Plan is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

B.	Eligibility for Relief

2. The Debtors were and continue to be entities eligible for relief under section 109 of the Bankruptcy Code.

C.	Commencement and Joint Administration of the Chapter 11 Cases

3. On the Petition Date, the Debtors commenced the Chapter 11 Cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. On February 18, 2020, the Bankruptcy Court entered an order [Docket No. 76] authorizing the joint administration of the Chapter 11 Cases in accordance with Bankruptcy Rule 1015(b). The Debtors have operated their businesses and managed their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

D.	Appointment of the Creditors’ Committee

4. On February 27, 2020, the U.S. Trustee appointed the Official Committee of Unsecured Creditors (the “Creditors’ Committee”) to represent the interests of the unsecured creditors of the Debtors in the Chapter 11 Cases [Docket No. 176].

E.	Plan Supplement

5. On July 15, 2020, the Debtors filed the Plan Supplement with the Bankruptcy Court. The Plan Supplement complies with the terms of the Plan, and the Debtors provided good and proper notice of the filings in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Disclosure Statement Order, and the facts and circumstances of the Chapter 11 Cases. No other or further notice is or will be required with respect to the Plan Supplement. All documents included in the Plan Supplement are integral to, part of, and incorporated by reference into the Plan. Subject to the terms of the Plan, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplement before the Effective Date, subject to compliance with the Bankruptcy Code and the Bankruptcy Rules; provided that no such alteration, amendment, update, or modification shall be inconsistent with the terms of this Confirmation Order or the Plan.

F.	Modifications to the Plan

6. Pursuant to section 1127 of the Bankruptcy Code, any modifications to the Plan since the commencement of Solicitation described or set forth herein constitute technical changes or changes with respect to particular Claims or Interests made pursuant to the agreement of the Holders of such Claims or Interests and do not materially and adversely affect the treatment of any Claims or Interests. Pursuant to Bankruptcy Rule 3019, these modifications do not require additional disclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section 1126 of the Bankruptcy Code, nor do they require that the Holders of Claims or Interests be afforded an opportunity to change previously cast acceptances or rejections of the Plan.

7. This Confirmation Order contains modifications to the Plan that were made to address objections and informal comments received from parties in interest. Modifications to the Plan since entry of the Disclosure Statement Order, if any, are consistent with the provisions of the Bankruptcy Code. The disclosure of any Plan modifications prior to or on the record at the Confirmation Hearing constitutes due and sufficient notice of any and all Plan modifications. The Plan as modified shall constitute the Plan submitted for Confirmation.

G.	Objections Overruled

8. Any resolution or disposition of objections to Confirmation explained or otherwise ruled upon by the Bankruptcy Court on the record at the Confirmation Hearing is hereby incorporated by reference. All unresolved objections, statements, and reservations of rights are hereby overruled on the merits.

H.	Disclosure Statement Order and Notice of Adjournments

9. On June 24, 2020, the Bankruptcy Court entered the Disclosure Statement Order [Docket No. 804], which, among other things, fixed July 24, 2020, at 4:00 p.m. (prevailing Eastern Time) as the Plan Objection Deadline and the Voting Deadline and fixed July 30, 2020, at 1:00 p.m. (prevailing Eastern Time) as the date and time for the Confirmation Hearing.

I.	Transmittal and Mailing of Materials; Notice

10. As evidenced by the Solicitation Affidavit, the Publication Affidavit, and the Voting Report, the Debtors provided due, adequate, and sufficient notice of the Plan, the Administrative / Priority Claim Consent Form, the Disclosure Statement, the Disclosure Statement Order, the Solicitation Packages, the Confirmation Hearing Notice, the Plan Supplement, and all the other materials that the Debtors distributed in connection with the Confirmation of the Plan are in compliance with the Bankruptcy Rules, including Bankruptcy Rules 2002(b), 3017, 3019, and 3020(b), the Bankruptcy Local Rules of the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Local Rules”), and the procedures set forth in the Disclosure Statement Order. The Debtors provided due, adequate, and sufficient notice of the Voting and Plan Objection Deadline, the Confirmation Hearing (as may be continued from time to time), and any applicable bar dates and hearings described in the Disclosure Statement Order in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, and the Disclosure Statement Order. No other or further notice is or shall be required.

J.	Solicitation

11. The Debtors solicited votes for acceptance and rejection of the Plan in good faith, and the Solicitation Packages provided the opportunity for voting creditors to opt out of the releases. Such solicitation complied with sections 1125 and 1126 and all other applicable sections of the Bankruptcy Code, rules 3017, 3018, and 3019 of the Bankruptcy Rules, the Disclosure Statement Order, the Bankruptcy Local Rules, and all other applicable rules, laws, and regulations.

K.	Voting Report

12. Before the Confirmation Hearing, the Debtors filed the Voting Report. The Voting Report was admitted into evidence during the Confirmation Hearing. The procedures used to tabulate ballots were fair and conducted in accordance with the Disclosure Statement Order, the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, and all other applicable rules, laws, and regulations.

13. As set forth in the Plan, Holders of Claims in Class 4 and Class 5 (collectively, the “Voting Classes”) were eligible to vote on the Plan in accordance with the Solicitation Procedures. Holders of Claims in Classes 1, 2, and 3 (collectively, the “Deemed Accepting Classes”) are Unimpaired and conclusively presumed to accept the Plan and, therefore, did not vote to accept or reject the Plan. Holders of Interests in Class 6 are either Unimpaired and conclusively presumed to have accepted the Plan (to the extent reinstated) or Impaired and conclusively deemed to reject the Plan and, therefore, are not entitled to vote to accept or reject the Plan. Holders of Interests in Class 7, Class 8, and Class 9 (the “Deemed Rejecting Class”) are Impaired under the Plan and are entitled to no recovery under the Plan and are, therefore, deemed to have rejected the Plan.

14. As evidenced by the Voting Report, Class 4 voted to accept the Plan in accordance with section 1126 of the Bankruptcy Code.

L.	Bankruptcy Rule 3016

15. The Plan and all modifications thereto were dated and identified the entities submitting such modification, thus satisfying Bankruptcy Rule 3016(a). The Debtors appropriately filed the Disclosure Statement and the Plan with the Bankruptcy Court, thereby satisfying Bankruptcy Rule 3016(b). The injunction, release, and exculpation provisions in the Disclosure Statement and the Plan describe, in bold font and with specific and conspicuous language, all acts to be enjoined, released, and exculpated and identify the entities that will be subject to the injunction, releases, and exculpations, thereby satisfying Bankruptcy Rule 3016(c).

M.	Burden of Proof

16. The Debtors, as proponents of the Plan, have met their burden of proving the elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the evidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have proven the elements of sections 1129(a) and 1129(b) by clear and convincing evidence. Each witness who testified on behalf of the Debtors in connection with Confirmation was credible, reliable, and qualified to testify as to the topics addressed in his or her testimony.

N.	Compliance with the Requirements of Section 1129 of the Bankruptcy Code

17. The Plan complies with all applicable provisions of section 1129 of the Bankruptcy Code as follows:

Section 1129(a)(1)—Compliance of the Plan with Applicable Provisions of the Bankruptcy Code

18. The Plan complies with all applicable provisions of the Bankruptcy Code, including sections 1122 and 1123, as required by section 1129(a)(1) of the Bankruptcy Code.

Sections 1122 and 1123(a)(1)—Proper Classification

19. The classification of Claims and Interests under the Plan is proper under the Bankruptcy Code. In accordance with sections 1122(a) and 1123(a)(1) of the Bankruptcy Code, Article III of the Plan provides for the separate classification of Claims and Interests into nine different Classes based on differences in the legal nature or priority of such Claims and Interests (other than Administrative Claims, DIP Claims, Professional Fee Claims, and Priority Tax Claims, which are addressed in Article II of the Plan and are not required to be designated as separate Classes by section 1123(a)(1) of the Bankruptcy Code). Valid business, factual, and legal reasons

exist for the separate classification of such Claims and Interests, such classifications were not implemented for any improper purpose and do not unfairly discriminate between or among Holders of Claims and Interests.

20. In accordance with section 1122(a) of the Bankruptcy Code, each Class of Claims or Interests contains only Claims or Interests that are substantially similar to the other Claims or Interests within that Class. Accordingly, the Plan satisfies the requirements of sections 1122(a), 1122(b), and 1123(a)(1) of the Bankruptcy Code.

ii.

Section 1123(a)(2)—Specification of Unimpaired Classes

21. Article III of the Plan specifies that Claims in Classes 1, 2, and 3 are Unimpaired under the Plan, Claims and Interests, as applicable, in Classes 4, 5, 7, 8, and 9 are Impaired, and Claims and Interests, as applicable, in Class 6 are either Impaired or Unimpaired under the Plan. In addition, Article II of the Plan specifies that each Holder of Administrative Claims against the Debtors shall be allowed and paid its Pro Rata share of the Distributable Proceeds, pursuant to the Waterfall Recovery to the extent such holders consent to such treatment. Moreover, Holders of Allowed Priority Tax Claims shall be paid their respective Pro Rata share of the Priority Tax Claims Reserve, to the extent that such Priority Tax Claims have not been paid in full on or before the Effective Date. Accordingly, the Plan satisfies the requirements of section 1123(a)(2) of the Bankruptcy Code.

iii.

Section 1123(a)(3)—Specification of Treatment of Impaired Classes

22. Article III of the Plan specifies the treatment of each Impaired Class under the Plan. Accordingly, the Plan satisfies the requirements of section 1123(a)(3) of the Bankruptcy Code.

iv.

Section 1123(a)(4)—No Discrimination

23. Article III of the Plan provides the same treatment to each Claim or Interest in any particular Class, as the case may be, unless the Holder of a particular Claim or Interest has agreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the Plan satisfies the requirements of section 1123(a)(4) of the Bankruptcy Code.

Section 1123(a)(5)—Adequate Means for the Plan’s Implementation

24. The Plan and the various documents included in the Plan Supplement provide adequate and proper means for the Plan’s execution and implementation, including (a) the Schedule of Assumed Executory Contracts and Unexpired Leases; (b) the Schedule of Retained Causes of Action; (c) the identity and terms of compensation of the Plan Administrator; (d) any transition services agreement between the Purchasers and the Debtors; and (e) any other necessary documentation related to the Asset Sale Transaction or other Restructuring Transactions. Accordingly, the Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Code.

vi.

Section 1123(a)(6)—Non-Voting Equity Securities

25. The Plan does not provide for the issuance of new equity interests. Accordingly, the Plan satisfies the requirements of section 1123(a)(6) of the Bankruptcy Code.

vii.

Section 1123(a)(7)—Directors, Officers, and Trustees

26. The Plan satisfies the requirements of section 1123(a)(7) of the Bankruptcy Code. Article IV.D of the Plan discharges all of the Debtors’ officers and managers from their duties effective as of the Effective Date without any further action. In addition, Article IV.D provides that the Plan Administrator shall be appointed as the sole manager and sole officer of the Wind-Down Debtors and shall succeed to the powers of the Wind-Down Debtors’ managers and officers. The manner for selection of the Plan Administrator is set forth in the Plan. The selection of Mr. Stephen Gray as the Plan Administrator and the process therefor is consistent with the interests of Holders of Claims and Interests and public policy.

Section 1123(b)—Discretionary Contents of the Plan

27. The Plan’s discretionary provisions comply with section 1123(b) of the Bankruptcy Code and are not inconsistent with the applicable provisions of the Bankruptcy Code. Thus, the Plan satisfies section 1123(b).

Impairment/Unimpairment of Any Class of Claims or Interests

28. Pursuant to the Plan, Article III of the Plan impairs or leaves unimpaired, as the case may be, each Class of Claims and Interests, as contemplated by section 1123(b)(1) of the Bankruptcy Code.

ii.

Assumption and Rejection of Executory Contracts and Unexpired Leases

29. Article V of the Plan provides that all Executory Contracts and Unexpired Leases are deemed rejected in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code on the Effective Date, other than the following: (1) is specifically described in the Plan as to be assumed in connection with confirmation of the Plan, or is specifically scheduled to be assumed or assumed and assigned pursuant to the Plan or the Plan Supplement; (2) is subject to a pending motion to assume such Unexpired Lease or Executory Contract as of the Confirmation Date; (3) is to be assumed by the Debtors or assumed by the Debtors and assigned to another third party, as applicable, in connection with the any sale transaction that is the subject of a pending motion as of the Confirmation Date; (4) is a contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan; (5) is a D&O Liability Insurance Policy; or (6) is listed on the Schedule of Rejected Executory Contracts and Unexpired Leases as of the Confirmation Date for rejection effective on a date that occurs after the Effective Date.

30. For the avoidance of doubt, nothing herein or in the Plan shall modify the terms of the Wind-Down Order or preclude or otherwise prejudice the rights of parties, including counterparties to leases of non-residential real property, to recover payment in full of amounts and/or obligations provided for under the Wind-Down Order and/or the Wind-Down Budget from the Debtors, the Wind-Down Debtors, the Plan Administrator and/or the Estates, as applicable.

31. Unless otherwise agreed, the Cure/Assumption Objection Deadline with respect to any Executory Contract or Unexpired Lease is hereby approved. Therefore, the Plan satisfies section 1123(b)(2) of the Bankruptcy Code.

iii.

Compromise and Settlement

32. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the distributions and other benefits provided under the Plan and with the support of the various creditors, stakeholders, and other parties in interest, including the Committee, the provisions of the Plan constitute a good-faith compromise of all Claims, Interests, Causes of Action, as applicable, and controversies released, settled, compromised, or otherwise resolved pursuant to the Plan. Those settlements and compromises are fair, equitable, and reasonable and approved as being in the best interests of the Debtors and their Estates.

iv.

Debtor Release

33. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code, the releases of claims and Causes of Action by the Debtors described in Article X.D of the Plan (the “Debtor Release”) represent a valid exercise of the Debtors’ business judgment under Bankruptcy Rule 9019. The Debtors’ pursuit of any such claims against the Released Parties is not in the best interests of the Estates’ various constituencies because the costs involved would likely outweigh any potential benefit from pursuing such claims. The Debtor Release is fair and equitable and complies with the absolute priority rule.

34. Creditors in Class 4 have voted in favor of the Plan, including the Debtor Release. The Plan, including the Debtor Release, was negotiated at arm’s-length and in good faith by sophisticated parties represented by able counsel and financial advisors. Therefore, the Debtor Release is the result of an arm’s-length negotiation process.

35. The Debtor Release appropriately offers protection to parties that participated in the Debtors’ restructuring process. Specifically, the Released Parties under the Plan—including (a) the Debtors and Wind-Down Debtors; (b) the DIP Agents; (c) the DIP Lenders; (d) the Term Loan Lenders; (e) the Term Loan Agent; (f) the ABL Agents; (g) the ABL Lenders; (h) the Consenting Term Lenders; (i) with respect to the foregoing clauses (a) through (h), each such Entity’s current and former Affiliates, and such Entities’ and their current and former Affiliates’ current and former directors, managers, officers, control persons, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, participants, managed accounts or funds, fund advisors, predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, investment managers, and other professionals, and (j) Holders of Claims and Interest that did not opt out of the releases contained in the Plan—made significant concessions and contributions to the Debtors’ Chapter 11 Cases, including, as applicable, actively supporting the Plan and the Chapter 11 Cases, settling and compromising substantial rights and claims against the Debtors under the Plan, committing to funding pursuant to the Wind-Down Budget, and providing debtor in possession financing.

36. The scope of the Debtor Release is appropriately tailored under the facts and circumstances of the Chapter 11 Cases. In light of, among other things, the value provided by the Released Parties to the Debtors’ Estates and the critical nature of the Debtor Release to the Plan, the Debtor Release is approved.

Release by Holders of Claims and Interests

37. The release by the Releasing Parties (the “Third-Party Release”), set forth in Article X.E of the Plan, is an essential provision of the Plan. The Third-Party Release is (a) consensual, (b) in exchange for the good and valuable consideration provided by the Released Parties, (c) a good-faith settlement and compromise of the claims and Causes of Action released by the Third-Party Release, (d) materially beneficial to and in the best interests of the Debtors, their Estates, and their stakeholders and is important to the overall objectives of the Plan to finally resolve certain Claims among or against certain parties in interest in the Chapter 11 Cases, (e) fair, equitable, and reasonable, (f) given and made after due notice and opportunity for hearing, (g) a bar to any of the Releasing Parties asserting any claim or Cause of Action released by the Third-Party Release against any of the Released Parties, and (h) consistent with sections 105, 524, 1123, 1129, and 1141 and other applicable provisions of the Bankruptcy Code.

38. The Third-Party Release is an integral part of the Plan that is supported by many of the Debtors’ creditors and provides a meaningful recovery under the facts and circumstances of these Chapter 11 Cases. Like the Debtor Release, the Third-Party Release facilitated participation of the Released Parties in both the Plan and the chapter 11 processes generally. The Third-Party Release is instrumental to the Plan and was critical in incentivizing the Released Parties to support the Plan and preventing potentially significant and time-consuming litigation regarding the parties’ respective rights and interests. The Third-Party Release was instrumental in developing a plan that maximized value for all of the Debtors’ stakeholders, preserved certain of the Debtors’ businesses as a going concern, and allowed for the orderly wind down of these Chapter 11 Cases. The Third-Party Release is necessary to bringing these Chapter 11 Cases to a resolution.

39. The Third-Party Release appropriately offers certain protections to parties who constructively participated in the Debtors’ restructuring process, Unimpaired Creditors whose claims are being satisfied in full in cash or otherwise receiving a full recovery, or Holders of Claims or Interests that abstained from voting but did not opt out of the Third-Party Release (to the extent such holders of Claims or Interests were entitled to opt out of the Third-Party Release under the Plan). And the Released Parties have made a substantial contribution to the Debtors’ Chapter 11 Cases. Furthermore, the Third-Party Release is consensual as the Releasing Parties were provided adequate notice of the chapter 11 proceedings, the Plan, and the deadline to object to confirmation of the Plan, voting creditors and interest holders were given the opportunity to opt out of the Third-Party Release, and the release provisions of the Plan were conspicuous, emphasized with boldface type in the Plan, the Disclosure Statement, and the ballots.

40. There is an identity of interests between the Debtors and the entities that will benefit from the Third-Party Release. Each of the Released Parties, as stakeholders and critical participants in the Debtors’ Chapter 11 Cases and the Plan process, share a common goal with the Debtors in seeing the Plan succeed.

41. The scope of the Third-Party Release is appropriately tailored to the facts and circumstances of the Chapter 11 Cases, and parties received due and adequate notice of the Third-Party Release. Among other things, the Plan provides appropriate and specific disclosure with respect to the claims and Causes of Action that are subject to the Third-Party Release, and no other disclosure is necessary. The Debtors, as evidenced by the Solicitation Affidavit, provided sufficient notice of the Third-Party Release, and no further or other notice is necessary. The Third-Party Release is specific in language, integral to the Plan, and given for substantial consideration.

42. In light of the foregoing, the Third-Party Release is approved.

vi.

Exculpation

43. The exculpation provisions set forth in Article X.F of the Plan are essential to the Plan. The record in the Chapter 11 Cases fully supports the exculpation and the exculpation provisions set forth in Article X.F of the Plan, which are appropriately tailored to protect the Exculpated Parties from unnecessary litigation and contain appropriate carve outs for gross negligence, actual fraud, and willful misconduct.

vii.

Injunction

44. The injunction provisions set forth in Article X.G of the Plan are essential to the Plan and are necessary to implement the Plan and to preserve and enforce the discharge the Debtor Release, the Third-Party Release, and the exculpation provisions in Article X of the Plan. Such injunction provisions are appropriately tailored to achieve those purposes.

viii.

Preservation of Causes of Action

45. Article IV.D of the Plan appropriately provides for the preservation by the Debtors of certain Causes of Action in accordance with section 1123(b)(3)(B) of the Bankruptcy Code.

46. The Plan provides that all Causes of Action shall be conveyed to the Plan Administrator, and the Plan and Plan Supplement provide meaningful disclosure with respect to the potential Causes of Action that the Plan Administrator may retain, and all parties in interest received adequate notice with respect to such Causes of Action. The provisions regarding Causes of Action in the Plan are appropriate and in the best interests of the Debtors, their respective Estates, and Holders of Claims and Interests. For the avoidance of doubt, except with respect to the Schedule of Retained Causes of Action and as otherwise provided in the Plan, Causes of Action released or exculpated under the Plan will not be retained by the Plan Administrator.

ix.

Lien Releases

47. Except as otherwise provided herein or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released, settled, and compromised and all rights, titles, and interests of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall revert to the Debtors, as set forth in Article X.C of the Plan (the “Lien Releases”). The provisions of the Lien Releases are appropriate, fair, equitable, and reasonable and in the best interests of the Debtors, their Estates, and Holders of Claims and Interests.

Additional Plan Provisions

48. The other discretionary provisions in the Plan, including the Plan Supplement, are appropriate and consistent with applicable provisions of the Bankruptcy Code, including, without limitation, provisions for the allowance of certain Claims and Interests, treatment of D&O Insurance Policies, and the retention of court jurisdiction.

Section 1123(d)—Cure of Defaults

49. Article V.C of the Plan provides for the satisfaction of all Cure Obligations under each Executory Contract and Unexpired Lease to be assumed in accordance with section 365(b)(1) of the Bankruptcy Code. Any monetary or non-monetary defaults under each Assumed Executory Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the Cure Obligation in Cash, subject to the limitations described in Article V.C of the Plan, or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. Any dispute regarding Cure Obligation, the ability of the

Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or any other matter pertaining to assumption will be determined in accordance with the terms set forth in Article V.C of the Plan and applicable bankruptcy and nonbankruptcy law. As such, the Plan provides that the Debtors will cure or provide adequate assurance that the Debtors will promptly cure defaults with respect to assumed Executory Contracts and Unexpired Leases in accordance with section 365(b)(1) of the Bankruptcy Code. Thus, the Plan complies with section 1123(d) of the Bankruptcy Code.

Section 1129(a)(2)—Compliance of the Debtors and Others with the Applicable Provisions of the Bankruptcy Code

50. The Debtors, as proponents of the Plan, have complied with all applicable provisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code, including sections 1122, 1123, 1124, 1125, 1126, 1128, and 1129, and with Bankruptcy Rules 2002, 3017, 3018, and 3019.

51. The Debtors and their agents solicited votes to accept or reject the Plan after the Bankruptcy Court approved the adequacy of the Disclosure Statement, pursuant to section 1125(a) of the Bankruptcy Code and the Disclosure Statement Order.

52. The Debtors and their agents have solicited and tabulated votes on the Plan and have participated in the activities described in section 1125 of the Bankruptcy Code fairly, in good faith within the meaning of section 1125(e), and in a manner consistent with the applicable provisions of the Disclosure Statement Order, the Disclosure Statement, the Bankruptcy Code, the Bankruptcy Rules, and all other applicable rules, laws, and regulations and are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpation provisions set forth in Article X.F of the Plan.

53. The Debtors and their agents have participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to the offering, issuance, and distribution of recoveries under the Plan and, therefore, are not and, on account of such distributions, will not be liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or distributions made pursuant to the Plan so long as such distributions are made consistent with and pursuant to the Plan.

Section 1129(a)(3)—Proposal of Plan in Good Faith

54. The Debtors have proposed the Plan in good faith and not by any means forbidden by law. In determining that the Plan has been proposed in good faith, the Bankruptcy Court has examined the totality of the circumstances surrounding the filing of the Chapter 11 Cases, the Plan itself, and the process leading to its formulation. The Debtors’ good faith is evident from the facts and the record of the Chapter 11 Cases, the Disclosure Statement, the hearing on the Disclosure Statement, and the record of the Confirmation Hearing and other proceedings held in the Chapter 11 Cases.

55. The Plan is the product of good faith, arm’s-length negotiations by and among the Debtors, the Debtors’ directors, officers and managers, and the other constituencies involved in the Chapter 11 Cases. The Plan itself and the process leading to its formulation provide independent evidence of the Debtors’ and such other parties’ good faith, serve the public interest, and assure fair treatment of holders of Claims and Interests. Consistent with the overriding purpose of chapter 11, the Debtors filed the Chapter 11 Cases with the belief that the Debtors were in need of restructuring and the Plan was negotiated and proposed with the intention of maximizing stakeholder value and for no ulterior purpose. Accordingly, the requirements of section 1129(a)(3) of the Bankruptcy Code are satisfied.

Section 1129(a)(4)—Court Approval of Certain Payments as Reasonable

56. Any payment made or to be made by the Debtors or by a person issuing securities or acquiring property under the Plan for services or costs and expenses in connection with the Chapter 11 Cases or the Plan and incident to the Chapter 11 Cases, as applicable, has been approved by or is subject to the approval of the Bankruptcy Court as reasonable. Accordingly, the Plan satisfies the requirements of section 1129(a)(4).

Section 1129(a)(5)—Disclosure of Directors, Officers, and Managers and Consistency with the Interests of Creditors and Public Policy

57. Because the Plan provides for the liquidation of the Estates’ assets and resignation of the Debtors’ officers, directors, and managers, section 1129(a)(5) of the Bankruptcy Code does not apply. To the extent section 1129(a)(5) of the Bankruptcy Code applies to the Wind-Down Debtors, the Debtors have satisfied the requirements of this provision by, among other things, disclosing the identity and terms of compensation of the Plan Administrator, Monitor, and Claims Administrator.

Section 1129(a)(6)—Rate Changes

58. The Plan does not contain any rate changes subject to the jurisdiction of any governmental regulatory commission and, accordingly, will not require governmental regulatory approval. Therefore, section 1129(a)(6) of the Bankruptcy Code does not apply to the Plan.

Section 1129(a)(7)—Best Interests of Holders of Claims and Interests

59. The evidence in support of the Plan that was proffered or adduced at the Confirmation Hearing, and the facts and circumstances of the Chapter 11 Cases, establishes that each Holder of Allowed Claims or Interests in each Class will recover as much or more value under the Plan on account of such Claim or Interest, as of the Effective Date, than the amount such holder would receive if the Debtors were liquidated on the Effective Date under chapter 7 of the

Bankruptcy Code. As a result, the Debtors have demonstrated that the Plan is in the best interests of their creditors and equity holders and the requirements of section 1129(a)(7) of the Bankruptcy Code are satisfied.

Section 1129(a)(8)—Conclusive Presumption of Acceptance by Unimpaired Classes; Acceptance of the Plan by Certain Impaired Classes; Fairness of Plan with Respect to Deemed Rejecting Class

60. The Deemed Accepting Classes are Unimpaired under the Plan and are deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Nevertheless, because the Plan has not been accepted by Class 5 and the Deemed Rejecting Classes, the Debtors seek Confirmation under section 1129(b), solely with respect to Class 5 and the Deemed Rejecting Classes, rather than section 1129(a)(8), of the Bankruptcy Code. Although section 1129(a)(8) has not been satisfied with respect to Class 5 and the Deemed Rejecting Class, the Plan is confirmable because the Plan does not discriminate unfairly and is fair and equitable with respect to Class 5 and the Deemed Rejecting Class and, thus, satisfies section 1129(b) of the Bankruptcy Code with respect to such Class as described further below.

Section 1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant to Section 507(a) of the Bankruptcy Code

61. The treatment of Administrative Claims, Accrued Professional Compensation Claims, DIP Facility Claims, and Priority Tax Claims under Article II of the Plan satisfies the requirements of and complies in all respects with section 1129(a)(9) of the Bankruptcy Code.

Section 1129(a)(10)—Acceptance by at Least One Impaired Class

62. As set forth in the Voting Report, Holders of Claims in Class 4 voted to accept the Plan. As such, with respect to each Debtor’s Plan, there is either at least one class of Claims that is Impaired under the Plan and has accepted the Plan, which was determined without including any insiders’ acceptance of the Plan (as defined in the Bankruptcy Code). Accordingly, the requirements of section 1129(a)(10) of the Bankruptcy Code are satisfied.

Section 1129(a)(11)—Feasibility of the Plan

63. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. The evidence supporting the Plan proffered or adduced by the Debtors at or before the Confirmation Hearing: (a) is reasonable, persuasive, credible, and accurate as of the dates such evidence was prepared, presented, or proffered; (b) has not been controverted by other persuasive evidence; (c) establishes that the Plan is feasible and Confirmation of the Plan is not likely to be followed by liquidation (other than as contemplated by the Plan) or the need for further financial reorganization; and (d) establishes that the Debtors will have sufficient funds available to meet their obligations under the Plan.

Section 1129(a)(12)—Payment of Statutory Fees

64. Article II.D of the Plan provides that the Debtors shall pay any outstanding U.S. Trustee Fees, pursuant to section 1930(a) of the Judicial Code, in full on the Effective Date and the Debtors or the Wind-Down Debtors, applicable shall continue to pay such fees until the Chapter 11 cases are converted, dismissed, or closed, whichever occurs first. Accordingly, the Plan satisfies the requirements of section 1129(a)(12) of the Bankruptcy Code.

Section 1129(a)(13), (14), (15), and (16)—Retiree Benefits, Domestic Support Obligations, Individuals, and Nonprofit Corporations

65. The Plan provides that all retirement benefits, including any supplemental executive retirement plan, as defined in section 1114 of the Bankruptcy Code, are terminated as of the Effective Date. The Debtors are not required to pay domestic support obligations pursuant to a judicial or administrative order or statute as set forth in section 1129(a)(13) of the Bankruptcy Code. The Debtors are not individuals under the Bankruptcy Code. The Debtors are transferring

property under the Plan in accordance with applicable nonbankruptcy law that governs the particular property. Therefore, sections 1129(a)(13), 1129(a)(14), 1129(a)(15), and 1129(a)(16) of the Bankruptcy Code, respectively, have been complied with the Plan.

Section 1129(b)—Confirmation of Plan Over Nonacceptance of Impaired Classes

66. Notwithstanding the fact that the Deemed Rejecting Classes have not accepted the Plan, the Plan may be confirmed pursuant to section 1129(b)(1) of the Bankruptcy Code because (a) Class 4 voted to accept the Plan and (b) the Plan does not discriminate unfairly and is fair and equitable with respect to the Interests in the Deemed Rejecting Classes and Class 5. As a result, the Plan satisfies the requirements of section 1129(b) of the Bankruptcy Code. Thus, the Plan may be confirmed even though section 1129(a)(8) of the Bankruptcy Code is not satisfied. After entry of this Confirmation Order and upon the occurrence of the Effective Date, the Plan shall be binding upon the members of the Deemed Rejecting Classes.

Section 1129(c)—Only One Plan

67. The Plan is the only plan filed in the Chapter 11 Cases and, accordingly, section 1129(c) of the Bankruptcy Code is satisfied.

Section 1129(d)—Principal Purpose of the Plan is Not Avoidance of Taxes or Section 5 of the Securities Act

68. No Governmental Unit has requested that the Bankruptcy Court refuse to confirm the Plan on the grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act. As evidenced by its terms, the principal purpose of the Plan is not such avoidance. Accordingly, the requirements of section 1129(d) of the Bankruptcy Code have been satisfied.

Section 1129(e)—Not Small Business Cases

69. The Chapter 11 Cases are not small business cases, and accordingly, section 1129(e) of the Bankruptcy Code does not apply to the Chapter 11 Cases.

Satisfaction of Confirmation Requirements

70. Based upon the foregoing and all other pleadings and evidence proffered or adduced at or prior to the Confirmation Hearing, the Plan and the Debtors, as applicable, satisfy all the requirements for plan confirmation set forth in section 1129 of the Bankruptcy Code.

Good Faith

71. The Debtors have proposed the Plan in good faith, with the legitimate and honest purpose of maximizing the value of the Debtors’ Estates for the benefit of their stakeholders. The Plan is the product of extensive collaboration among the Debtors and key stakeholders and accomplishes this goal. Accordingly, the Debtors or the Wind-Down Debtors, as appropriate, have been, are, and will continue acting in good faith if they proceed to (a) consummate the Plan, the Restructuring Transactions, and the agreements, settlements, transactions, and transfers contemplated thereby and (b) take the actions authorized and directed or contemplated by this Confirmation Order. Therefore, the Plan has been proposed in good faith to achieve a result consistent with the objectives and purposes of the Bankruptcy Code.

Disclosure: Agreements and Other Documents

72. The Debtors have disclosed all material facts, to the extent applicable, regarding the following: (a) the identity, terms, and compensation of the Plan Administrator, the Monitor, and the Claims Administrator; (b) the method and manner of distributions under the Plan; (c) the adoption, execution, and implementation of the other matters provided for under the Plan, including those involving corporate action to be taken by or required of the Debtors or Wind-Down Debtors, as applicable; (d) the exemption under section 1146(a) of the Bankruptcy Code; (e) the retained Causes of Action; and (f) the adoption, execution, and delivery of all contracts, leases, instruments, securities, releases, indentures, and other agreements related to any of the foregoing.

Conditions to Effective Date

73. The Plan shall not become effective unless and until the conditions set forth in Article XI.A of the Plan have been satisfied or waived pursuant to Article XI.B of the Plan.

Implementation

74. All documents and agreements necessary to implement the transactions contemplated by the Plan, including those contained or summarized in the Plan Supplement, and all other relevant and necessary documents have been negotiated in good faith and at arm’s-length, are in the best interests of the Debtors, and shall, upon completion of documentation and execution, be valid, binding, and enforceable documents and agreements not in conflict with any federal, state, or local law. The documents and agreements are essential elements of the Plan and entry into and consummation of the transactions contemplated by each such document or agreement is in the best interests of the Debtors, the estates, and the Holders of Claims and Interests. The Debtors have exercised reasonable business judgment in determining which documents and agreements to enter into and have provided sufficient and adequate notice of such documents and agreements. The Debtors are authorized to take any action reasonably necessary or appropriate to consummate such agreements and the transactions contemplated thereby.

Vesting of Assets

75. Except as otherwise provided in this Confirmation Order, the Plan, or any other agreement, instrument, or other document incorporated therein or in the Plan Supplement, on the Effective Date, any Estate assets remaining shall vest in the Wind-Down Debtors for the purpose of liquidating the Estates and effecting Consummation of the Plan. Such assets shall be held free and clear of all liens, claims, charges, or other encumbrances unless expressly provided otherwise

by the Plan or this Confirmation Order. Any distributions to be made under the Plan from such assets shall be made by the Plan Administrator or its designee. The Wind-Down Debtors and the Plan Administrator shall be deemed to be fully bound by the terms of the Plan and the Confirmation Order.

Treatment of Executory Contracts and Unexpired Leases.

76. Pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, the Plan provides for the assumption or rejection of certain Executory Contracts and Unexpired Leases, effective as of the Effective Date except as otherwise provided therein or another prior or pending notice and/or motion. The Debtors’ determinations regarding the assumption or rejection of Executory Contracts and Unexpired Leases are based on and within the sound business judgment of the Debtors, are necessary to the implementation of the Plan, and are in the best interests of the Debtors, their Estates, Holders of Claims and Interests and other parties in interest in the Chapter 11 Cases.

aa.

Objections

77. All objections, responses, reservations, statements, and comments in opposition to the Plan, other than those resolved, adjourned, or withdrawn with prejudice prior to, or on the record at, the Confirmation Hearing are overruled on the merits in all respects. All withdrawn objections, if any, are deemed withdrawn with prejudice. All objections to Confirmation not filed and served prior to the deadline for filing objections to the Plan set forth in the Confirmation Hearing Notice, if any, are deemed waived and shall not be considered by the Court.

78. All parties have had a full and fair opportunity to litigate all issues raised or might have been raised in the objections to Confirmation of the Plan, and the objections have been fully and fairly litigated or resolved, including by agreed-upon reservations of rights as set forth in this Confirmation Order.

II. ORDER

BASED ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS OF LAW, IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED THAT:

79. This Confirmation Order confirms the Plan in its entirety as modified herein.

80. This Confirmation Order approves the Plan Supplement, including the documents contained therein, as they may be amended through and including the Effective Date in accordance with and as permitted by the Plan. The terms of the Plan, the Plan Supplement, and the exhibits thereto are incorporated herein by reference and are an integral part of this Confirmation Order; provided that, if there is any direct conflict between the terms of the Plan and the terms of this Confirmation Order, the terms of this Confirmation Order shall control solely to the extent of such conflict.

81. All Holders of Administrative Claims that did not opt out of the treatment under the Plan pursuant to the Administrative / Priority Claim Consent Form or object to the treatment under the Plan are presumed to have accepted and consented to their treatment under the Plan.

82. The terms of the Plan, the Plan Supplement, all exhibits thereto, and this Confirmation Order shall be effective and binding as of the Effective Date on all parties in interest, including, but not limited to, the following: (a) the Debtors; (c) Holders of General Unsecured Claims; (d) the DIP Lenders; (e) the Committee; and (f) all holders of Claims and Interests.

83. The failure to include or refer to any particular article, section, or provision of the Plan, the Plan Supplement, or any related document, agreement, or exhibit does not impair the effectiveness of that article, section, or provision; it being the intent of the Bankruptcy Court that the Plan, the Plan Supplement, and any related document, agreement, or exhibit are approved in their entirety.

A.	Objections

84. To the extent that any objections (including any reservations of rights contained therein) to Confirmation have not been withdrawn, waived, or settled before entry of this Confirmation Order, are not cured by the relief granted in this Confirmation Order, or have not been otherwise resolved as stated on the record of the Confirmation Hearing, all such objections (including any reservation of rights contained therein) are hereby overruled in their entirety and on their merits in all respects.

B.	Plan Modifications

85. In accordance with section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, all Holders of Claims who voted to accept the Plan or who are conclusively presumed to have accepted the Plan are presumed to accept the Plan, subject to modifications, if any. No Holder of a Claim who has voted to accept the Plan shall be permitted to change its vote as a consequence of the Plan or Plan Supplement modifications. All modifications to the Plan or Plan Supplement made after the Voting Deadline are hereby approved pursuant to section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019.

C.	Findings of Fact and Conclusions of Law

86. The findings of fact and the conclusions of law set forth in this Confirmation Order constitute findings of fact and conclusions of law in accordance with Bankruptcy Rule 7052, made applicable to this proceeding by Bankruptcy Rule 9014. All findings of fact and conclusions of law announced by the Bankruptcy Court at the Confirmation Hearing in relation to Confirmation, including the Confirmation Ruling, are hereby incorporated into this Confirmation Order. To the extent that any of the following constitutes findings of fact or conclusions of law, they are adopted as such. To the extent any finding of fact or conclusion of law set forth in this Confirmation Order (including any findings of fact or conclusions of law announced by the Bankruptcy Court at the Confirmation Hearing and incorporated herein) constitutes an order of this Court, it is adopted as such.

D.	Post-Confirmation Modification of the Plan

87. Subject to the limitations and terms contained in Article XII.A and B of the Plan, the Debtors are hereby authorized to amend or modify the Plan at any time prior to the substantial consummation of the Plan, but only in accordance with section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, without further order of this Court, subject to the consent rights in the Plan.

E.	Plan Classification Controlling

88. The terms of the Plan shall solely govern the classification of Claims and Interests for purposes of the distributions to be made thereunder and the classifications set forth on the ballots tendered to or returned by the Holders of Claims or Interests in connection with voting on the Plan: (a) were set forth thereon solely for purposes of voting to accept or reject the Plan; (b) do not necessarily represent and in no event shall be deemed to modify or otherwise affect the actual classification of Claims and Interests under the Plan for distribution purposes; (c) may not be relied upon by any Holder of a Claim or Interest as representing the actual classification of such Claim or Interest under the Plan for distribution purposes; and (d) shall not be binding on the Debtors except for voting purposes.

F.	General Settlement of Claims and Interests

89. Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies resolved pursuant to the Plan. All distributions made to Holders of Allowed Claims and Interests in any Class are intended to be and shall be final.

G.	Restructuring Transactions

90. On the Effective Date the applicable Debtors or the Wind-Down Debtors shall enter into any transaction and shall take any actions as may be necessary or appropriate to effect the transactions described herein, including, as applicable, consummation of any sales of any assets vested with the Wind-Down Trustee, winding down the Estates, closing the Chapter 11 Cases, monetizing assets, the cancellation of all securities, notes, instruments, certificates, and other documents pursuant to the Plan, one or more intercompany mergers, consolidations, amalgamations, arrangements, continuances, restructurings, conversions, dispositions, dissolutions, transfers, liquidations, spinoffs, intercompany sales, purchases, or other corporate transactions, and those Plan Administrator responsibilities contemplated under Article IV.A of the Plan (collectively, the “Restructuring Transactions”). The actions to implement the Restructuring Transactions may include: (a) the execution and delivery of any appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law; (d) such other transactions that are required to effectuate the Restructuring Transactions; (e) all transactions necessary to provide for the purchase of some or all of the assets of, or Interests in, any of the Debtors which purchase may be structured as a taxable transaction for United States federal income tax purposes; and (f) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law.

H.	Corporate Action

91. On the Effective Date or as soon thereafter as is reasonably practicable, all actions contemplated by the Plan shall be deemed authorized and approved by the Bankruptcy Court in all respects, including, as applicable: (a) the implementation of the Restructuring Transactions and (b) all other actions contemplated by the Plan (whether to occur before, on, or after the Effective Date). All matters provided for in the Plan or deemed necessary or desirable by the Debtors before, on, or after the Effective Date involving the corporate structure of the Debtors or the Wind-Down Debtors, and any corporate action required by the Debtors or the Wind-Down Debtors in connection with the Plan or corporate structure of the Debtors or Wind-Down Debtors shall be deemed to have occurred and shall be in effect on the Effective Date, without any requirement of further action by the security holders, directors, managers, or officers of the Debtors or the Wind-Down Debtors, as applicable. Before, on, or after the Effective Date, the appropriate officers of the Debtors or the Wind-Down Debtors, as applicable, shall be authorized to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Wind-Down Debtors. The authorizations and approvals contemplated by Article IV of the Plan shall be effective notwithstanding any requirements under nonbankruptcy law.

I.	Vesting of Assets in the Wind-Down Debtors and Continued Corporate Existence

92. Except as otherwise provided in the Plan, or any agreement, instrument, or other document incorporated herein or therein, on the Effective Date, the assets of the Debtors shall vest in the Wind-Down Debtors for the purpose of liquidating the Estates, free and clear of all Liens,

Claims, charges, or other encumbrances. On and after the Effective Date, the Debtors and the Wind-Down Debtors may (at the direction of the Plan Administrator) use, acquire, or dispose of property, and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

93. Except as otherwise provided in the Plan or this Confirmation Order, at least one Debtor shall continue in existence after the Effective Date as the Wind-Down Debtors for purposes of (a) winding down the Debtors’ businesses and affairs as expeditiously as reasonably possible and liquidating any assets held by the Wind-Down Debtors after the Effective Date and after consummation of the Asset Sale Transaction, (b) performing their obligations under the Purchase Agreement or any transition services agreement entered into on or after the Effective Date by and between the Wind-Down Debtors and the Purchasers, (c) resolving any Disputed Claims, (d) paying Allowed Claims, (e) filing appropriate tax returns, and (f) administering the Plan in an efficacious manner. The Wind-Down Debtors shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters, including (a) motions, contested matters, and adversary proceedings pending in the Court, and (b) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Court, in each case without the need or requirement for the Plan Administrator to file motions or substitutions of parties or counsel in each such matter.

J.	Plan Administrator

94. The Plan Administrator shall retain and have all the rights, powers, and duties necessary to carry out his or her responsibilities under this Plan and as otherwise provided in the Confirmation Order.

95. The Plan Administrator shall act for the Wind-Down Debtors in the same fiduciary capacity as applicable to a board of managers and officers, subject to the provisions set forth in the

Plan (and all certificates of formation, membership agreements, and related documents are deemed amended by the Plan to permit and authorize the same). On the Effective Date, the authority, power, and incumbency of the persons acting as managers and officers of the Wind-Down Debtors shall be deemed to have resigned, solely in their capacities as such, and the Plan Administrator shall be appointed as the sole manager and sole officer of the Wind-Down Debtors and shall succeed to the powers of the Wind-Down Debtors’ managers and officers. From and after the Effective Date, the Plan Administrator shall be the sole representative of, and shall act for, the Wind-Down Debtors. For the avoidance of doubt, the foregoing shall not limit the authority of the Wind-Down Debtors or the Plan Administrator, as applicable, to continue the employment of any former manager or officer, including pursuant to any transition services agreement entered into on or after the Effective Date.

K.	Plan Implementation Authorization

96. The Debtors, the Wind-Down Debtors, or the Plan Administrator, as the case may be, and their respective directors, officers, members, agents, and attorneys, financial advisors, and investment bankers are authorized and empowered from and after the date hereof to negotiate, execute, issue, deliver, implement, file, or record any contract, instrument, release, or other agreement or document related to the Plan, as the same may be modified, amended and supplemented, and to take any action necessary or appropriate to implement, effectuate, consummate, or further evidence the Plan in accordance with its terms and the terms hereof, or take any or all corporate actions authorized to be taken pursuant to the Plan or this Confirmation Order, whether or not specifically referred to in the Plan or any exhibit thereto, without further order of the Bankruptcy Court. To the extent applicable, any or all such documents shall be accepted upon presentment by each of the respective state filing or recording offices and filed or recorded in accordance with applicable state law and shall become effective in accordance with

their terms and the provisions of state law. Pursuant to section 303 of the General Corporation Law of the State of Delaware and any comparable provision of the business corporation laws of any other state, as applicable, no action of the Debtors’ boards of directors or the Wind-Down Debtors will be required to authorize the Debtors or the Wind-Down Debtors, as applicable, to enter into, execute and deliver, adopt or amend, as the case may be, any such contract, instrument, release, or other agreement or document related to the Plan, and following the Effective Date, each of the Plan documents will be a legal, valid, and binding obligation of the Debtors, the Wind-Down Debtors, or the Plan Administrator, as applicable, enforceable against the Debtors, the Wind-Down Debtors, and the Plan Administrator, in accordance with the respective terms thereof.

L.	Cancellation of Securities and Agreements

97. Upon the Effective Date: (a) any remaining obligations of the Debtors under any certificate, security, share, note, bond, indenture, purchase right, option, warrant, or other instrument or document directly or indirectly evidencing or creating any indebtedness or obligation of, or ownership interest in the Debtors giving rise to any Claim or Interest (except such certificates, notes, or other instruments or documents evidencing indebtedness or obligation of or ownership interest in the Debtors that are Reinstated pursuant to the Plan) shall be cancelled solely as to the Debtors and their affiliates, and the Wind-Down Debtors shall not have any continuing obligations thereunder; and (b) the obligations of the Debtors and their affiliates pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, indentures, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors (except such agreements, certificates, notes, or other instruments evidencing indebtedness or obligation of or ownership interest in the Debtors that are specifically Reinstated pursuant to the Plan) shall be released.

M.	Wind Down and Dissolution

98. On and after the Effective Date, the Wind-Down Debtors or Plan Administrator, as applicable, shall have the power and authority to take any action necessary to wind down and dissolve the Debtors. The applicable Wind-Down Debtor or Plan Administrator shall (a) at the appropriate time, file for each of the Debtors, a certificate of dissolution, together with all other necessary corporate and company documents, to effect the dissolution of the Debtors under the applicable laws of their state of incorporation or formation (as applicable), (b) complete and file all final or otherwise required federal, state, and local tax returns for each of the Debtors, and pursuant to section 505(b) of the Bankruptcy Code, request an expedited determination of any unpaid tax liability of such Debtor or its Estate for any tax incurred during the administration of such Debtor’s Chapter 11 Case, as determined under applicable tax laws, (c) reconcile (and if appropriate object to or settle) Claims against the Debtors, and (e) take such other actions as the Wind-Down Debtors or Plan Administrator, as applicable, may determine to be necessary or desirable to carry out the purposes of the Plan. The filing by the applicable Wind-Down Debtor or Plan Administrator of any Debtor’s certificate of dissolution shall be authorized and approved in all respects without further action under applicable law, regulation, order, or rule, including any action by the stockholders, members, board of directors, or board of managers of each such Debtor, solely to the extent and subject to the limitations provided in the Plan and the Confirmation Order.

N.	Approval of Consents and Authorization to Take Acts Necessary to Implement Plan

99. This Confirmation Order shall constitute all authority, approvals, and consents required, if any, by the laws, rules, and regulations of all states and any other governmental authority with respect to the implementation or consummation of the Plan and any documents,

instruments, or agreements, and any amendments or modifications thereto, and any other acts and transactions referred to in or contemplated by the Plan, the Plan Supplement, the Disclosure Statement, and any documents, instruments, securities, or agreements, and any amendments or modifications thereto.

O.	The Releases, Injunction, Exculpation, and Related Provisions Under the Plan

100. The following releases, injunctions, exculpations, and related provisions set forth in Article X of the Plan are incorporated herein in their entirety, are hereby approved and authorized in all respects, are so ordered, and shall be immediately effective on the Effective Date without further order or action on the part of this Court or any other party:

Debtor Release

101. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, each Released Party is deemed released and discharged by the Debtors, Wind-Down Debtors, and their respective Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any cause of action, by, through, for, or because of the foregoing entities, from any and all claims and Causes of Action, whether known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims asserted or assertable on behalf of the Debtors or their respective Estates, that the Debtors, Wind-Down Debtors, or their respective Estates would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in the Debtors based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management,

ownership, or operation thereof), any securities issued by the Debtors and the ownership thereof, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), any intercompany transaction, the ABL Claims, the ABL Documents, the ABL Obligations, the Term Loan Claims, the Term Loan Credit Agreement, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Plan Support Agreement, the Disclosure Statement, the DIP Senior Credit Facility, the Plan, the Plan Supplement or the Asset Sale Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Plan Support Agreement, the Disclosure Statement, the ABL Claims, the ABL Documents, the ABL Obligations, the DIP Senior Credit Facility, the Term Loan Claims, the Term Loan Credit Agreement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Restructuring Documents, solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of debt and/or securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for claims related to any act or omission that is determined in a final order by a court of competent jurisdiction to have constituted actual fraud, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date

obligations of any party or Entity under the Plan, the Asset Sale Transaction, or any document, instrument, or agreement (including the Restructuring Documents, and other documents, instruments and agreements set forth in the Plan Supplement) executed to implement the Plan and shall not result in a release, waiver, or discharge of any of the Debtors’ or Wind-Down Debtors’ assumed indemnification provisions as set forth in the Plan.

102. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor release is:

(a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the restructuring and implementing the Plan;

(b) a good faith settlement and compromise of the Claims released by the Debtor release;

(c) in the best interests of the Debtors and all Holders of Claims and Interests;

(d) fair, equitable, and reasonable;

(e) given and made after due notice and opportunity for hearing; and

(f) a bar to any of the Debtors, Wind-Down Debtors, or the Debtors’ respective Estates asserting any Claim or Cause of Action released pursuant to the Debtor release.

Releases of Liens

103. Except as otherwise specifically provided in the Plan (including, without limitation the satisfaction of the DIP Claims in accordance with Article II.C of the Plan), or

in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Wind-Down Debtors and their successors and assigns, in each case, without any further approval or order of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors or Wind-Down Debtors. The ABL Agent and the Term Loan Agent shall execute and deliver all documents reasonably requested by the Wind-Down Debtors or the Plan Administrator to evidence the release of such mortgages, deeds of trust, Liens, pledges, and other security interests and shall authorize the Wind-Down Debtors to file UCC-3 termination statements (to the extent applicable) with respect thereto.

Release by Holders of Claims or Interests.

104. Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, and to the fullest extent allowed by applicable law, each Releasing Party is deemed to have released and discharged each of the Debtors, Wind-Down Debtors, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims asserted or assertable on behalf of the Debtors or their respective Estates, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership or operation thereof), any securities issued by the Debtors and the ownership thereof, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as

counterclaims or defenses to Claims asserted against the Debtors), any intercompany transaction, the ABL Claims, the ABL Documents, the ABL Obligations, the Term Loan Claims, the Term Loan Credit Agreement, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Plan Support Agreement, the Disclosure Statement, the DIP Senior Credit Facility, the Plan, the Plan Supplement, or the Asset Sale Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Plan Support Agreement, the Disclosure Statement, the DIP Senior Credit Facility, the Plan, the Plan Supplement, the ABL Claims, the ABL Documents, the ABL Obligations, the Term Loan Claims, the Term Loan Credit Agreement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Restructuring Documents, solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of debt pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for Claims related to any act or omission that is determined in a final order by a court of competent jurisdiction to have constituted actual fraud, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release:

(1) any post-Effective Date obligations of any party or Entity under the Plan, the Asset Sale Transaction, or any document, instrument, or agreement (including the

Restructuring Documents, and other documents, instruments, and agreements set forth in the Plan Supplement) executed to implement the Plan; and

(2) any indemnification obligations of the Term Loan Lenders owed to the Term Loan Agent pursuant to the Term Loan Credit Agreement and shall not result in a release, waiver, or discharge of any of the Debtors’ or Wind-Down Debtors’ assumed indemnification provisions as set forth in the Plan.

105. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the third-party release, which includes by reference each of the related provisions and definitions contained in the Plan, and, further, shall constitute the Bankruptcy Court’s finding that the third-party release is:

(a) consensual;

(b) essential to the confirmation of the Plan;

(c) given in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Asset Sale Transaction and implementing the Plan;

(d) a good faith settlement and compromise of the Claims released by the third-party release;

(e) in the best interests of the Debtors and their respective Estates;

(f) fair, equitable, and reasonable;

(g) given and made after due notice and opportunity for hearing; and

(h) a bar to any of the Releasing Parties asserting any Claim or Cause of Action released pursuant to the third-party release.

Exculpation

106. Notwithstanding anything contained in the Plan to the contrary, no Exculpated Party shall have or incur liability for, and each Exculpated Party is released and exculpated from, any Cause of Action or any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Plan Support Agreement and related prepetition transactions, the DIP Senior Credit Facility, the Disclosure Statement, the Plan, the Plan Supplement, the ABL Claims, the ABL Documents, the ABL Obligations, the Term Loan Claims, the Term Loan Credit Agreement, or the Asset Sale Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Plan Support Agreement, the DIP Senior Credit Facility, the Disclosure Statement, the Plan, the Plan Supplement, the ABL Claims, the ABL Documents, the ABL Obligations, the Term Loan Claims, the Term Loan Credit Agreement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Restructuring Documents, solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of debt, and/or securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for Claims related to any act or omission that is determined in a final order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.

107. The Exculpated Parties have, and upon confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes on, and distribution of consideration pursuant to, the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not release or exculpate any Claim relating to any post-Effective Date obligations of any party or Entity under the Plan, the Asset Sale Transaction, or any document, instrument, or agreement (including the Restructuring Documents, and other documents, instruments and agreements set forth in the Plan Supplement) executed to implement the Plan.

Injunction

108. Except as otherwise provided in the Plan or the Confirmation Order, all Entities who have held, hold, or may hold Claims, Interests, Causes of Action, or liabilities that:

(a) are subject to compromise and settlement pursuant to the terms of the Plan;

(b) have been released by the Debtors pursuant to the Plan;

(c) have been released by third parties pursuant to the Plan,

(d) are subject to exculpation pursuant to the Plan; or

(e) are otherwise discharged, satisfied, stayed or terminated pursuant to the terms of the Plan, are permanently enjoined and precluded, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, Wind-Down Debtors, the Released Parties, or the Exculpated Parties:

(1) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities;

(2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities;

(3) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or the property or Estates of such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities;

(4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities unless such Entity has timely asserted such setoff right in a document filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a Claim or Interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and

(5) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities discharged, released, exculpated, or settled pursuant to the Plan.

P.	Assumption and Cure of Executory Contracts and Unexpired Leases

109. The provisions governing the treatment of Executory Contracts and Unexpired Leases set forth in Article V of the Plan (including the procedures regarding the resolution of any and all disputes concerning the assumption or rejection, as applicable, of such Executory Contracts and Unexpired Leases) shall be and hereby are approved in their entirety.

110. For the avoidance of doubt, on the Effective Date, except as otherwise provided in the Plan, each Executory Contract and Unexpired Lease not previously rejected, assumed, assumed and assigned, or included in the Rejection Notice (including, for the avoidance of doubt, each of the Unexpired Leases included on the Rejection Notice filed at Docket No. 841) shall be deemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease: (1) is specifically described in the Plan as to be assumed in connection with confirmation of the Plan, or is specifically scheduled to be assumed or assumed and assigned pursuant to the Plan or the Plan Supplement; (2) is subject to a pending motion to assume such Unexpired Lease or Executory Contract as of the Confirmation Date; (3) is to be assumed by the Debtors or assumed by the Debtors and assigned to another third party, as applicable, in connection with the any sale transaction that is the subject of a pending motion as of the Confirmation Date; (4) is a contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan; (5) is a D&O Liability Insurance Policy; or (6) is listed on the Schedule of Rejected Executory Contracts and Unexpired Leases as of the Confirmation Date, or is listed on a Rejection Notice already filed with the Court, for rejection effective on a date that occurs after the Effective Date. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions, assignments, and rejections, including the assumption of the Executory Contracts or Unexpired Leases as provided in the Plan Supplement, pursuant to sections 365(a) and 1123 of the Bankruptcy Code.

111. Any Cure Obligations under each Executory Contract and Unexpired Lease to be assumed pursuant to the Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by performance or payment of the Cure Obligation in Cash on or after the Effective Date, subject to the limitation described below, or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of a dispute regarding (1) the Cure Obligation, (2) the ability of the Wind-Down Debtors or any assignee, as applicable, to provide “adequate assurance of future performance” (with the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (3) any other matter pertaining to assumption, the Cure Obligations shall be made following the entry of a Final Order resolving the dispute and approving the assumption.

112. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption, assumption and assignment, or Cure Notice will be deemed to have assented to such assumption or assumption and assignment, and Cure amount.

Q.	Provisions Governing Distributions

113. The distribution provisions of Article VI of the Plan shall be and hereby are approved in their entirety. Except as otherwise set forth in the Plan or this Confirmation Order, the Debtors or the Wind-Down Debtors, as applicable, shall make all distributions required under the Plan. The timing of distributions required under the Plan or this Confirmation Order shall be made in accordance with and as set forth in the Plan or this Confirmation Order, as applicable.

R.	Release of Liens

114. Except as otherwise specifically provided in the Plan, this Confirmation Order, or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the

Estates shall be fully released and discharged, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Wind-Down Debtors and their successors and assigns, in each case, without any further approval or order of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors or Wind-Down Debtors. The ABL Agent and the Term Loan Agent shall execute and deliver all documents reasonably requested by the Wind-Down Debtors or the Plan Administrator to evidence the release of such mortgages, deeds of trust, Liens, pledges, and other security interests and shall authorize the Wind-Down Debtors to file UCC-3 termination statements (to the extent applicable) with respect thereto.

S.	Post-Confirmation Notices and Bar Dates

115. In accordance with Bankruptcy Rules 2002 and 3020(c), no later than ten (10) Business Days after the Effective Date, the Wind-Down Debtors or the Plan Administrator, as applicable, must cause notice of Confirmation and the occurrence of the Effective Date (the “Notice of Confirmation”) to be filed on the docket and be served by United States mail, first-class postage prepaid, by hand, by overnight courier service, or by electronic service to all parties served with the Confirmation Hearing Notice; provided that no notice or service of any kind shall be required to be mailed or made upon any Entity to whom the Debtors mailed a Confirmation Hearing Notice but received such notice returned marked as “undeliverable as addressed,” “moved, left no forwarding address,” “forwarding order expired,” or similar language, unless such Entity has informed the Debtors in writing of or the Debtors are otherwise aware of such Entity’s new address. For those parties receiving electronic service, filing on the docket is deemed sufficient to satisfy such service and notice requirements.

116. To supplement the notice procedures described in the preceding sentence, no later than ten (10) Business Days after the Effective Date, the Wind-Down Debtors must cause the

Notice of Confirmation, modified for publication, to be published on one occasion in USA Today (national edition) and The Globe and Mail (Canada). Mailing and publication of the Notice of Confirmation in the time and manner set forth in this paragraph will be good, adequate, and sufficient notice under the particular circumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c). No further notice is necessary.

117. The Notice of Confirmation will have the effect of an order of the Bankruptcy Court, will constitute sufficient notice of the entry of this Confirmation Order to filing and recording officers, and will be a recordable instrument notwithstanding any contrary provision of applicable non-bankruptcy law.

118. Except as otherwise provided in the Plan, requests for payment of Administrative Claims must be Filed no later than the Administrative Claims Bar Date. Holders of Administrative Claims that are required to File and serve a request for such payment of such Administrative Claims that do not file and serve such a request on or before the Administrative Claim Bar Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors, any purchasers of their assets, or their respective property, and such Administrative Claims shall be deemed compromised, settled, and released as of the Effective Date.

T.	Notice of Subsequent Pleadings

119. Except as otherwise provided in the Plan or in this Confirmation Order, notice of all subsequent pleadings in the Chapter 11 Cases after the Effective Date will be limited to the following parties: (a) the Wind-Down Debtors and their counsel; (b) the U.S. Trustee; (c) the Plan Administrator, (d) the Consenting Term Lenders, (e) any party known to be directly affected by the relief sought by such pleadings; and (f) any party that specifically requests additional notice in writing to the Debtors or Wind-Down Debtors, as applicable, or files a request for notice under Bankruptcy Rule 2002 after the Effective Date. The Notice and Claims Agent shall not be required to file updated service lists.

U.	Section 1146 Exemption

120. To the maximum extent provided by section 1146(a) of the Bankruptcy Code, any transfers of property pursuant hereto, including the issuance, transfer or exchange of any security under the Plan shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, or other similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents pursuant to such transfers of property without the payment of any such tax, recordation fee, or governmental assessment.

V.	Preservation of Causes of Action

121. Except as otherwise provided in the Plan or this Confirmation Order or in any contract, instrument, release or other agreement entered into or delivered in connection with the Plan, in accordance with section 1123(b)(3) of the Bankruptcy Code, the Wind-Down Debtors shall have vested in them as of the Effective Date, and the Wind-Down Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, including any actions described in the Schedule of Retained Causes of Action, and the Wind-Down Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including as set forth in Article X thereof.

W.	Reports

122. The Debtors will comply with the U.S. Trustee’s reporting requirements from the Confirmation Date through the Effective Date as required under the Local Bankruptcy Rules. After the Effective Date, the Reorganized Debtors and/or the Plan Administrator shall file quarterly reports consistent with Local Bankruptcy Rule 2015-(a)-1. The Wind-Down Debtors or the Plan Administrator, as applicable, shall no longer have the obligation to file quarterly reports with respect to a Debtor once such Debtor’s case is converted, dismissed or a final decree has been entered by the Court.

X.	Effectiveness of All Actions

123. Except as set forth in the Plan, all actions authorized to be taken pursuant to the Plan shall be effective on, before, or after the Effective Date pursuant to this Confirmation Order, without further application to, or order of the Court, or further action by the Debtors, the Wind-Down Debtors, and/or the Plan Administrator and their respective directors, officers, members, or stockholders, and with the effect that such actions had been taken by unanimous action of such officers, directors, managers, members, or stockholders.

Y.	Binding Effect

124. On the date of and after entry of this Confirmation Order and subject to the occurrence of the Effective Date, the terms of the Plan, the final versions of the documents contained in the Plan Supplement, and this Confirmation Order shall be immediately effective and enforceable and deemed binding upon the Debtors and any and all Holders of Claims or Interests (irrespective of whether the Holders of such Claims or Interests accepted or rejected the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, and injunction described in the Plan, each Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors. All Claims and Interests shall be as fixed, adjusted, or compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claim or Interest has voted on the Plan.

125. Pursuant to section 1141 of the Bankruptcy Code, subject to the occurrence of the Effective Date and subject to the terms of the Plan and this Confirmation Order, all prior orders entered in the Chapter 11 Cases, all documents and agreements executed by the Debtors as authorized and directed thereunder and all motions or requests for relief by the Debtors pending before this Court as of the Effective Date shall be binding upon and shall inure to the benefit of the Debtors, the Wind-Down Debtors, Plan Administrator, and each of their respective successors and assigns.

126. The Plan, all documents and agreements executed by the Debtors in connection therewith, this Confirmation Order, and all prior orders of the Court in the Chapter 11 Cases shall be binding against and binding upon and shall not be subject to rejection or avoidance by any Chapter 7 or Chapter 11 trustee appointed in any of the Chapter 11 Cases and the Plan Administrator. For the avoidance of doubt, nothing herein or in the Plan shall modify the terms of the Wind-Down Order or preclude or otherwise prejudice the rights of parties, including counterparties to leases of non-residential real property, to recover payment in full of amounts and/or obligations provided for under the Wind-Down Order and/or the Wind-Down Budget from the Debtors, the Wind-Down Debtors, the Plan Administrator and/or the Estates, as applicable.

Z.	Directors, Officers and Managers

127. As of the Effective Date, the existing boards of directors or boards of managers of the Debtors shall be dissolved without any further action required on the part of the Debtors or the Debtors’ officers, directors, shareholders, and members and any all remaining officers, directors, managers, or managing members, with the exception of certain officers of each Debtor shall be dismissed without any further action required on the part of any such Debtor, the shareholders of

such Debtor, the officers and directors of such Debtor, or the members of such Debtor, provided that the Wind-Down Debtors and the Plan Administrator, as applicable, may enter into agreements for the continued employment of certain Pier 1 employees on reasonable terms, if reasonably necessary to conduct their remaining business.

128. The Debtors shall pay any outstanding U.S. Trustee Fees, pursuant to section 1930(a) of the Judicial Code, in full on the Effective Date, and the Reorganized Debtors or the Plan Administrator shall continue to pay such fees until the Chapter 11 cases are converted, dismissed, or closed, whichever occurs first.

AA.

DIP Payoff

129. Upon entry of this Confirmation Order and the receipt by the DIP Agents of a payoff letter acceptable to the DIP Agents (the “Payoff Letter”), the Carve Out Trigger Notice (as defined in the DIP Order) shall be deemed to have been delivered and, upon funding of the Carve Out (as defined in the DIP Order) and the repayment of the DIP Facility Obligations in accordance with the Payoff Letter, the DIP Repayment (as defined in the DIP Order) shall be deemed to have occurred and all ongoing commitments under the DIP Senior Credit Facility (as defined in the DIP Order) shall be deemed terminated and canceled, and the DIP Agents’ and DIP Lenders’ obligations under paragraph 41 of the DIP Order shall be satisfied and none of the DIP Agents or DIP Lenders shall have any further liability whatsoever for any fees or amounts constituting the Carve Out, regardless of when arising or incurred. Professionals for the DIP Agents are authorized to immediately receive and apply any amounts received pursuant to the Payoff Letter; provided, however, that until the DIP Facility Obligations are Paid in Full, such professionals shall continue to submit invoices in accordance with the procedures set forth in paragraph 37 of the DIP Order. Any and all amounts paid to professionals for the DIP Agents pursuant to the Payoff Letter are hereby approved in full and shall not be subject to avoidance, disgorgement or any similar form of recovery by the Debtors or any other person.

BB.

Claims Reconciliation Process

130. The procedures and responsibilities for, and costs of, reconciling Disputed Claims shall be as set forth in the Plan or as otherwise ordered by the Court.

CC.

Professional Compensation and Reimbursement Claims and Professional Fee Escrow Account

131. Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, the Debtors shall, in the ordinary course of business and without any further notice to or action, order, or approval of the Court, pay in Cash the reasonable and documented legal, professional, or other fees and expenses related to implementation of the Plan and Consummation incurred by the Debtors or the Wind-Down Debtors. The Debtors and Wind-Down Debtors (as applicable) shall pay, within ten business days after submission of a detailed invoice to the Debtors or Wind-Down Debtors (as applicable), such reasonable claims for compensation or reimbursement of expenses incurred by the Retained Professionals of the Debtors and Wind-Down Debtors (as applicable). If the Debtors or Wind-Down Debtors (as applicable) dispute the reasonableness of any such invoice, the Debtors or Wind-Down Debtors (as applicable) or the affected professional may submit such dispute to the Court for a determination of the reasonableness of any such invoice, and the disputed portion of such invoice shall not be paid until the dispute is resolved. Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code or the Interim Compensation Order in seeking retention or compensation for services rendered after such date shall terminate, and the Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Court.

DD.

Nonseverability of Plan Provisions upon Confirmation

132. Notwithstanding the possible applicability of Bankruptcy Rules 3020(e), 6004(g), 6004(h), 7062, 9014, or otherwise, the terms and conditions of this Confirmation Order will be effective and enforceable immediately upon its entry. Each term and provision of the Plan, and the transactions related thereto as it heretofore may have been altered or interpreted by the Bankruptcy Court is (a) valid and enforceable pursuant to its terms, (b) integral to the Plan and may not be deleted or modified without the consent of the Debtors, and (c) nonseverable and mutually dependent.

EE.

Waiver or Estoppel

133. Except as otherwise set forth in the Plan or this Confirmation Order, each Holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers Filed with the Bankruptcy Court before the Confirmation Date.

FF.

Authorization to Consummate

134. The Debtors are authorized to consummate the Plan, including the Restructuring Transactions contemplated thereby, at any time after the entry of this Confirmation Order subject to satisfaction or waiver (by the required parties) of the conditions precedent to Consummation set forth in Article XI of the Plan. The substantial consummation of the Plan, within the meaning of sections 1101(2) and 1127 of the Bankruptcy Code, is deemed to occur on the first date, on or after the Effective Date, on which distributions are made in accordance with the terms of the Plan to Holders of any Allowed Claims or Interests (as applicable).

GG.

Injunctions and Automatic Stay

135. Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order (including the Injunction) shall remain in full force and effect in accordance with their terms.

136. With respect to the Motion for Relief from Stay [Docket No. 232] and the Limited Objection to the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and Its Debtor Affiliates and Reservation of Rights [Docket No. 898], filed by Tabita Persaud (“Ms. Persaud”), nothing in the Plan or this Order shall be interpreted to divest Ms. Persaud of any rights or remedies (i) she may have under the Plan in connection with her proof(s) of claim, or (ii) to obtain a determination of liability and pursue available insurance proceeds in connection with her State Court Action (as defined in the Limited Objection). The parties shall continue to make reasonable efforts to negotiate a resolution that allows Ms. Persaud to pursue the State Court Action and recover on her claim(s), and the parties have agreed that notwithstanding the entry of this Order, Ms. Persaud shall retain the right to seek relief from the injunction provisions contained in the Plan to the extent the parties are unable to otherwise reach a resolution.

HH.

Texas Tax Claims

137. The Debtors’ payment of certain Priority Tax Claims as agreed with the applicable claimants in satisfaction of such Claims was authorized pursuant to the Debtors’ authority under the Wind-Down Budget and the Final Order (I) Authorizing the Payment of Certain Prepetition and Postpetition Taxes and Fees and (II) Granting Related Relief [Docket No. 374] (the “Final Taxes Order”). Nothing herein effects the rights of the Local Texas Tax Authorities to retain any existing liens and be paid pursuant to the Final Taxes Order.

138. Notwithstanding anything to the contrary in the Plan or Confirmation Order, all rights of the Texas Comptroller of Public Accounts (the “Texas Comptroller”) related to any claims filed by the Texas Comptroller are reserved and all parties reserve all rights related thereto.

139. For the avoidance of any doubt and notwithstanding anything to the contrary in the Plan or this Order, the Texas Tax Authorities (as defined in paragraph 63 of the DIP Order) shall retain their rights and the Debtors or Wind-Down Debtors, as applicable, shall fulfill their obligations as set forth in paragraph 63 of the DIP Order.

140. The Texas Tax Authorities assert that they are Holders of prepetition Claims for 2020 ad valorem business personal property taxes. The Debtors or Wind-Down Debtors, as applicable, shall pay all amounts owed to the Texas Tax Authorities in the ordinary course of business no later than January 31, 2021. In the event the Claims are paid after January 31, 2021, regardless of whether the Claims are disputed or undisputed, the Texas Tax Authorities shall receive interest from the Petition Date through the Effective Date and from the Effective Date through payment in full at the state statutory rate pursuant to 11 U.S.C. §§ 506(b), 511, and 1129. The Texas Tax Authorities shall retain the liens that secure all prepetition amounts ultimately owed on their Claims as well as the state law priority of those liens until the Claims are paid in full. In the event that collateral that secures the Claim of one or more of the Texas Tax Authorities is returned to a creditor that is junior to the Texas Tax Authorities, the Debtors or Wind-Down Debtors, as applicable, shall first pay all ad valorem property taxes that are secured by the collateral. In the event that the Debtors abandon any property upon which the Texas Tax Authorities have liens securing any tax Claims, the Debtors or Wind-Down Debtors, as applicable, shall provide notice of such abandonment and of the occurrence of the Effective Date to the affected Texas Tax Authority.

141. The Texas Tax Authorities’ Claims for year 2020 ad valorem business personal property taxes shall not be discharged until such time as the amounts owed are paid in full. In the event of a default in the payment of the tax Claims as provided herein, the Texas Tax Authorities shall provide notice to counsel for the Debtors or Wind-Down Debtors, as applicable, who shall have twenty (20) days from the date of such notice to cure the default. If the default is not cured, the Texas Tax Authorities shall be entitled to pursue collection of all amounts owed pursuant to state law outside this Court. Failure to pay the 2020 ad valorem taxes prior to the state law delinquency date shall constitute an event of default only as to the relevant Texas Tax Authority. The Debtors’ or Wind-Down Debtors’, as applicable, rights and defenses under Texas state law and the Bankruptcy Code with respect to this provision of the Order, including their right to dispute or object to the Texas Tax Authorities Claims and liens, are fully preserved

II.

Dissolution of the Creditors’ Committee

142. On the Effective Date, the Committee shall dissolve automatically and the members thereof shall be released and discharged from all rights, duties, responsibilities, and liabilities arising from, or related to, the Chapter 11 Cases and under the Bankruptcy Code, except for the limited purpose of prosecuting requests for payment of Professional Fee Claims for services and reimbursement of expenses incurred by the Committee and its Professionals. The Wind-Down Debtors shall not be responsible for paying any fees or expenses incurred by the Committee Members or advisors to the Committee after the Effective Date except for the limited purposes identified above.

JJ.

Effect of Non-Occurrence of Conditions to the Effective Date

143. If the Effective Date of the Plan does not occur, (a) the Plan shall be null and void in all respects other than as set forth herein and (b) nothing contained in the Plan or the Disclosure Statement shall: (i) constitute a waiver or release of any Claims by the Debtors, any Holders, or any other Entity; (ii) prejudice in any manner the rights of the Debtors, any Holders, or any other Entity; or (iii) constitute an admission, acknowledgment, offer, or undertaking by the Debtors, any Holders, or any other Entity in any respect.

KK.

Effect of Conflict Between Plan, the Disclosure Statement, the Plan Supplement, the Settlement Agreement, and Confirmation Order

144. Except as set forth in the Plan, to the extent that any provision of the Disclosure Statement or the Plan Supplement (or any exhibits, schedules, appendices, supplements, or amendments to any of the foregoing), conflict with or are in any way inconsistent with any provision of the Plan, the Plan shall govern and control.

LL.

Retention of Jurisdiction

145. This Court retains jurisdiction over the Chapter 11 Cases, all matters arising out of or related to the Chapter 11 Cases and the Plan, the matters set forth in Article XI and other applicable provisions of the Plan.

MM.

Waiver of 14-Day Stay

146. Notwithstanding Bankruptcy Rule 3020(e), and to the extent applicable, Bankruptcy Rules 6004(h), 7062, and 9014, this Confirmation Order is effective immediately and not subject to any stay.

NN.

Final Order

147. This Confirmation Order is a Final Order and the period in which an appeal must be filed will commence upon entry of this Confirmation Order.

148. This Confirmation Order is effective as of [ ], 2020.


Dated:
Richmond, Virginia		United States Bankruptcy Judge

WE ASK FOR THIS:

/s/ Jeremy S. Williams

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

Brian H. Richardson (VA 92477)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

- and -

Joshua A. Sussberg, P.C. (admitted pro hac vice)

Emily E. Geier (admitted pro hac vice)

AnnElyse Scarlett Gains (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

- and -

Joshua M. Altman (admitted pro hac vice)

300 North LaSalle Street

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession

SEEN AND OBJECTED TO:

/s/ Kenneth M. Whitehurst, III

Assistant United States Trustee

Office of the United States Trustee

Norfolk Federal Building, Room 625

200 Granby Street

Norfolk, Virginia 23510

(757) 441-6919

Office of the United States Trustee

CERTIFICATION OF ENDORSEMENT

UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been endorsed by or served upon all necessary parties.

/s/ Jeremy S. Williams

Exhibit A

Plan

Exhibit B

Confirmation and Effective Date Notice


Joshua A. Sussberg, P.C. (admitted pro hac vice)		Michael A. Condyles (VA 27807)
Emily E. Geier (admitted pro hac vice)		Peter J. Barrett (VA 46179)
AnnElyse Scarlett Gains (admitted pro hac vice)		Jeremy S. Williams (VA 77469)
KIRKLAND & ELLIS LLP		Brian H. Richardson (VA 92477)
KIRKLAND & ELLIS INTERNATIONAL LLP		KUTAK ROCK LLP
601 Lexington Avenue		901 East Byrd Street, Suite 1000
New York, New York 10022		Richmond, Virginia 23219-4071
Telephone: (212) 446-4800		Telephone: (804) 644-1700
Facsimile: (212) 446-4900		Facsimile: (804) 783-6192

-and-

Joshua M. Altman (admitted pro hac vice)
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION


	)
In re:	)	Chapter 11
	)
PIER 1 IMPORTS, INC., et al.,³	)	Case No. 20-30805 (KRH)
	)
Debtors.	)	(Jointly Administered)
	)

NOTICE OF (I) ENTRY OF

ORDER CONFIRMING THE DEBTORS’ AMENDED

CHAPTER 11 PLANS AND (II) OCCURRENCE OF EFFECTIVE DATE

TO ALL CREDITORS, INTEREST HOLDERS, AND OTHER PARTIES IN INTEREST:

PLEASE TAKE NOTICE that the Honorable Kevin R. Huennekens, United States Bankruptcy Judge, entered an order confirming the Amended Joint Chapter 11 Plan of Pier 1 Imports, Inc. and Its Debtor Affiliates (as may be modified, the “Plan”) [Docket No. [●]] (the “Confirmation Order”), which the Clerk of the United States Bankruptcy Court for the Eastern District of Virginia (Richmond Division) (the “Bankruptcy Court”) docketed on [August ●], 2020.⁴

⁴	Capitalized terms used in this notice shall have the meanings ascribed to them in the Plan and the Confirmation Order.

PLEASE TAKE FURTHER NOTICE that copies of the Confirmation Order, the Plan, and the related documents are available on the Bankruptcy Court’s website at https://www.vaeb.uscourts.gov. To access the Bankruptcy Court’s website, you will need a PACER password and login, which can be obtained at http://www.pacer.psc.uscourts.gov.

PLEASE TAKE FURTHER NOTICE that the Effective Date occurred on [[•], 2020].

PLEASE TAKE FURTHER NOTICE that, unless otherwise provided in the Plan, the Confirmation Order, or any other applicable order of the Bankruptcy Court or Holders of an Allowed Administrative Claim and the Debtors have agreed otherwise, all requests for payment of Administrative Claims must be Filed and served on the Debtors on or before the Administrative Claims Bar Date: (a) June 30, 2020, at 4:00 p.m., prevailing Eastern Time, for Administrative Claims arising on or prior to May 31, 2020; (b) for an Administrative Claim arising after May 31, 2020, the affected party shall file a Proof of Administrative Claim with respect to such claim following the Administrative Claims Procedures on or before the later of the date that is thirty (30) days following: (i) the Effective Date or (ii) the effective date of the rejection or assumption of an Executory Contract or Unexpired Lease, except as specifically set forth in the Plan or the Administrative Claims Bar Date Order or otherwise ordered by the Bankruptcy Court. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims that do not File and serve such a request on or before the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors, any purchasers of their assets, or their respective property, and such Administrative Claims shall be deemed compromised, settled, and released as of the Effective Date.⁵ Parties exempted from filing requests for payment of Administrative Claims under the Administrative Claims Bar Date Order are not required to comply the Administrative Claims Bar Date.

PLEASE TAKE FURTHER NOTICE that, unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Confirmation Order, if any, must be filed with the Bankruptcy Court within thirty (30) days after the later of (a) the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection, (b) the Effective Date of such rejection, or (c) the Effective Date.

[Remainder of page intentionally left blank]

⁵	For the avoidance of doubt, administrative Intercompany Claims between Debtors will be treated separately than all other Administrative Claims or prepetition Intercompany Claims and will receive Treatment as agreed to by and among the applicable Debtors or as determined by the Bankruptcy Court.

PLEASE TAKE FURTHER NOTICE that the Plan and its provisions are binding on the Debtors, the Wind-Down Debtors, any Holder of a Claim against, or Interest in, the Debtors and such Holder’s respective successors and assigns, whether or not the Claim or Interest of such Holder is Impaired under the Plan and whether or not such Holder or Entity voted to accept the Plan.


Richmond, Virginia
Dated: , 2020

/s/
KUTAK ROCK LLP		KIRKLAND & ELLIS LLP
Michael A. Condyles (VA 27807)		KIRKLAND & ELLIS INTERNATIONAL LLP
Peter J. Barrett (VA 46179)		Joshua A. Sussberg, P.C. (admitted pro hac vice)
Jeremy S. Williams (VA 77469)		Emily E. Geier (admitted pro hac vice)
Brian H. Richardson (VA 92477)		AnnElyse Scarlett Gains (admitted pro hac vice)
901 East Byrd Street, Suite 1000		601 Lexington Avenue
Richmond, Virginia 23219-4071		New York, New York 10022
Telephone: (804) 644-1700		Telephone: (212) 446-4800
Facsimile: (804) 783-6192		Facsimile: (212) 446-4900
Email: Michael.Condyles@KutakRock.com		Email: joshua.sussberg@kirkland.com
Peter.Barrett@KutakRock.com		emily.geier@kirkland.com
Jeremy.Williams@KutakRock.com		annelyse.gains@kirkland.com
Brian.Richardson@KutakRock.com
		-and-
Co-Counsel to the Debtors
and Debtors in Possession		Joshua M. Altman (admitted pro hac vice)
		300 North LaSalle Street
		Chicago, Illinois 60654
		Telephone: (312) 862-2000
		Facsimile: (312) 862-2200
		Email: josh.altman@kirkland.com

		Co-Counsel to the Debtors and Debtors in Possession