WEIL:\97602909\1\54457.0008

WEIL, GOTSHAL & MANGES LLP

Ray C. Schrock, P.C. (admitted pro hac vice)

Ryan Preston Dahl (admitted pro hac vice)

Candace M. Arthur (admitted pro hac vice)

Daniel Gwen (admitted pro hac vice)

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

HUNTON ANDREWS KURTH LLP

Tyler P. Brown (VSB No. 28072)

Henry P. (Toby) Long, III (VSB No. 75134)

Nathan Kramer (VSB No. 87720)

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile: (804) 788-8218

Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

------------------------------------------------------------ x

:

In re : Chapter 11

:

CHINOS HOLDINGS, INC., et al., : Case No. 20–32181 (KLP)

:

Debtors.1: (Jointly Administered)

:

------------------------------------------------------------ x

SECOND SUPPLEMENTAL NOTICE OF ASSUMPTION 

OR ASSIGNMENT AND CURE COSTS RELATING TO

EXECUTORY CONTRACTS AND UNEXPIRED LEASES OF THE DEBTORS

PLEASE TAKE NOTICE THAT:

1. On August 24, 2020, Chinos Holdings, Inc. and its debtor affiliates in the 

above-captioned chapter 11 cases (the “Chapter 11 Cases”), as debtors and debtors in possession 

(collectively, the “Debtors”), filed the Second Amended Joint Prearranged Chapter 11 Plan of 

Reorganization of Chinos Holdings, Inc. and Its Affiliated Debtors (With Technical Changes)

 

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

number, as applicable, are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos 

Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew 

Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew 

International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand Holdings, LLC 

(7625); J. Crew Brand Intermediate, LLC (3860); J. Crew Brand, LLC (1647); J. Crew Brand Corp. (1616); J. 

Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The Debtors’ corporate 

headquarters and service address is 225 Liberty St., New York, NY 10281.

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[Docket No. 861] (as may be amended, modified, or supplemented, the “Plan”).

2 Copies of the 

Plan are available for download at www.omniagentsolutions.com/chinos. 

2. The Debtors are parties to certain contracts and leases that are subject to

assumption or rejection under the Plan (the “Executory Contracts” and “Unexpired Leases”, and 

collectively, the “Contracts”), including those identified on Exhibit A hereto. The inclusion of 

any Contract on Exhibit A does not constitute an admission that a particular Contract is an 

executory contract or unexpired lease within the meaning of the Bankruptcy Code or require or 

guarantee that such Contract ultimately will be assumed. All rights of the Debtors and other parties 

in interest with respect thereto are reserved. 

3. On July 31, 2020, the Debtors filed and served the Notice of Assumption or

Assignment and Cure Costs Relating to Executory Contracts and Unexpired Leases [Docket No. 

667] (the “Initial Cure Notice”). On August 11, 2020, the Debtors filed and served the

Supplemental Notice of Assumption or Assignment and Cure Costs Relating to Executory

Contracts and Unexpired Leases [Docket No. 714].

4. Additional Contracts. This notice (the “Supplemental Notice”) includes

the Contracts that may be potentially assumed or assumed and assigned by the Debtors that were 

not included in the Initial Cure Notice, and the Debtors’ calculation of the Cure Costs with respect 

thereto, which are set forth on Exhibit A hereto. The Debtors reserve all rights to amend, 

supplement, and otherwise modify Exhibit A hereto, including to add or remove executory 

contracts and unexpired leases, to adjust the cure costs, and to assert that contracts or leases 

identified on Exhibit A are not executory or unexpired. The Debtors further reserve all rights 

with respect to any other contracts or leases that may not be identified on Exhibit A.

5. In accordance Section 8.1 of the Plan, as of and subject to the occurrence of

the Effective Date and the payment of any applicable Cure Cost, all Executory Contracts and 

Unexpired Leases, to which any of the Debtors are parties, and which have not expired or 

terminated by their own terms on or before the Effective Date, shall be deemed assumed by the 

Debtors, except for any Executory Contract or Unexpired Lease that (a) is identified on the 

Schedule of Rejected Contracts and Leases; (b) has been previously rejected pursuant to a Final 

Order of the Bankruptcy Court; (c) has been previously assumed or assigned in Bankruptcy Court; 

(d) is the subject of a motion to assume, assign, or reject Executory Contracts or Unexpired Leases

that is pending on the Confirmation Date; or (e) is the subject of an Order of the Bankruptcy Court

authorizing the Debtors to reject an Executory Contract or Unexpired Lease with the effective date

of such rejection scheduled for after the Effective Date.

YOU ARE RECEIVING THIS SUPPLEMENTAL NOTICE BECAUSE YOU OR AN 

AFFILIATE MAY BE A COUNTERPARTY TO ONE OR MORE EXECUTORY 

CONTRACTS OR UNEXPIRED LEASES AND YOUR RIGHTS MAY BE AFFECTED BY 

THE PLAN. YOU ARE ADVISED TO CAREFULLY REVIEW THE INFORMATION 

CONTAINED HEREIN AND THE RELATED PROVISIONS OF THE PLAN.

2 Capitalized terms used but not defined herein have the meanings ascribed to those terms in the Plan.

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6. Modifications, Amendments, Supplements, Restatements, or Other 

Agreements. As provided in section 8.5 of the Plan, unless otherwise provided in the Plan, each 

assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, 

supplements, restatements, statements of work, or other agreements that in any manner affect such 

Executory Contract or Unexpired Lease, including any easements, licenses, permits, rights, 

privileges, immunities, options, rights of first refusal, and any other interests. Unless otherwise 

provided in an order entered by the Bankruptcy Court, modifications, amendments, supplements, 

and restatements to Executory Contracts and Unexpired Leases executed by the Debtors during 

the Chapter 11 Cases shall not be deemed to alter the prepetition nature of such Executory 

Contracts or Unexpired Leases, or the validity, priority, or amount of any Claims that may arise in 

connection therewith.

7. Intercompany Agreements. Executory Contracts with only the Debtors as 

parties are not listed on the Initial Cure Notice or on Exhibit A hereto. All Intercompany 

Agreements will be assumed by the Debtors pursuant to the Plan, unless otherwise rejected as 

provided in paragraph 3 herein.

8. Cure Costs. Section 365(b)(1)(A) of the Bankruptcy Code requires that the 

Debtors cure or provide adequate assurance that they will promptly cure defaults under the 

Contracts at the time of assumption. The Debtors’ determination of the amounts required to cure 

any prepetition defaults under the Contracts (the “Cure Costs”) are set forth on Exhibit A.3

9. Adequate Assurance of Future Performance. The Debtors believe that 

the ability of the Debtors and Reorganized Debtors to make current payments after the Effective 

Date, their intent to cure the applicable executory contract or unexpired lease, along with the 

Reorganized Debtors’ projected financial stability after consummating the Plan, as set forth in the 

financial projections included as Exhibit B of the Disclosure Statement, together constitute 

adequate assurance of future performance in compliance with section 365 of the Bankruptcy Code

(collectively, “Adequate Assurance”).

10. Consensual Resolution of Disputes. The Debtors request that if you 

dispute the assumption of a Contract, the Debtors’ Adequate Assurance, or a Cure Cost, you 

contact the Debtors before the Objection Deadline (as defined below) to attempt to resolve such 

dispute consensually. The Debtors’ contact for such matters is vendorcontracts@jcrew.com. If 

such dispute cannot be resolved consensually before the Objection Deadline (as the same may be 

extended by agreement of the Debtors), you must file and serve an Objection as set forth in 

paragraph 7 below to preserve your right to object to the assumption, assignment, Adequate 

Assurance, or Cure Costs, as applicable, related to your Contracts.

11. Deadline to Respond to Proposed Assumption or Assignment. If you 

wish to object to the assumption of a Contract, including (a) the ability of the Reorganized Debtors 

or any other applicable assignee to provide “adequate assurance of future performance” (within 

the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired 

 

3 The Debtors have been paying their postpetition obligations as they have come due in the ordinary course of their 

business. Accordingly, any unpaid postpetition obligations are not included in the Cure Costs listed in Exhibit A, 

hereto. The Debtors intend to pay such amounts in the ordinary course of business.

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Lease, or (b) the Debtors’ calculation of the Cure Costs with respect to such Contract, you must 

file a written objection (an “Objection”) that (i) identifies the applicable Contract, and (ii) sets 

forth in detail the basis for such Objection, together with all supporting documentation, so that it 

actually received no later than September 7, 2020 at 4:00 p.m. (Eastern Time) (the “Objection 

Deadline”). Objections must conform to the Federal Rules of Bankruptcy Procedure and the Local 

Bankruptcy Rules for the Eastern District Virginia, Richmond Division, and must be filed with the 

Bankruptcy Court, in accordance with the customary practices of the Bankruptcy Court, and served 

on counsel for the Debtors, Counsel for the Creditors’ Committee, and the Office of the United 

States Trustee for the Eastern District of Virginia, Richmond Division.

12. Unless you properly and timely file and serve an Objection by the Objection 

Deadline with respect to your Contract, you will be deemed to have assented to (a) the assumption 

of such Contract on the Effective Date, if such Contract is not otherwise assumed or rejected as 

provided in the Plan, (b) the Cure Costs specified on Exhibit A with respect to such Contract; and 

(c) that the Adequate Assurance is in compliance with section 365 of the Bankruptcy Code; and 

the Cure Costs specified on Exhibit A shall be the Cure Costs and shall be deemed to satisfy in 

full any prepetition obligations the Debtor might have with respect to such Contracts under section 

365(b) of the Bankruptcy Code, without further notice, hearing, or order of the Bankruptcy Court. 

If you are party to more than one Contract, an Objection with respect to one Contract shall have 

no impact on the other Contracts to which you are a party for which no Objection has been filed 

and served.

13. If a Cure Objection cannot otherwise by resolved by the parties, the Debtors 

may adjourn their request to assume the Contract pending resolution of the Cure Objection (an 

“Adjourned Cure Objection”), subject to the Plan. An Adjourned Cure Objection may be 

resolved after the Effective Date of the Plan in the Debtors’ discretion.

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Dated: August 24, 2020

Richmond, Virginia

/s/ Henry P. (Toby) Long, III 

HUNTON ANDREWS KURTH LLP

Tyler P. Brown (VSB No. 28072)

Henry P. (Toby) Long, III (VSB No. 75134)

Nathan Kramer (VSB No. 87720)

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile: (804) 788-8218

-andWEIL, GOTSHAL & MANGES LLP

Ray C. Schrock, P.C. (admitted pro hac vice)

Ryan Preston Dahl (admitted pro hac vice)

Candace M. Arthur (admitted pro hac vice)

Daniel Gwen (admitted pro hac vice)

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

Attorneys for Debtors and Debtors in Possession

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Exhibit A

Cure Costs

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Counterparty Name Debtor Name Agreement Name and Description Cure

DXC Technology Services, LLC, formerly known as 

AppLabs Technologies Pvt. Ltd. (Computer Science 

Corporation) J.Crew Group, Inc. Statement of Work dated 2/1/2020 $65,312.80

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