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

NOTICE OF FILING OF REVISED 

PROPOSED ORDER APPROVING MOTION OF DEBTORS 

FOR ENTRY OF AN ORDER (I) APPROVING THE PROPOSED 

DISCLOSURE STATEMENT AND THE FORM AND MANNER 

OF THE NOTICE OF THE DISCLOSURE STATEMENT HEARING, 

(II) ESTABLISHING SOLICITATION AND VOTING PROCEDURES, 

(III) SCHEDULING CONFIRMATION HEARING, (IV) ESTABLISHING 

NOTICE AND OBJECTION PROCEDURES FOR CONFIRMATION 

OF THE DEBTORS’ PLAN, AND (V) GRANTING RELATED RELIEF

 

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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2

PLEASE TAKE NOTICE that on June 11, 2020, Chinos Holdings, Inc. and its debtor 

affiliates, as debtors and debtors in possession (collectively, the “Debtors”) in the above-captioned 

chapter 11 cases, filed the Motion of Debtors for Entry of an Order (I) Approving the Proposed 

Disclosure Statement and the Form and Manner of the Notice of the Disclosure Statement Hearing, 

(II) Establishing Solicitation and Voting Procedures, (III) Scheduling Confirmation Hearing, (IV) 

Establishing Notice and Objection Procedures for Confirmation of the Debtors’ Plan, and (V) 

Granting Related Relief [Docket No. 471] (the “Disclosure Statement Motion”). A proposed 

order approving the Disclosure Statement Motion is attached as Exhibit A to the Disclosure 

Statement Motion (the “Proposed Disclosure Statement Order”). 

PLEASE TAKE FURTHER NOTICE that the Debtors have revised the Proposed 

Disclosure Statement Order and exhibits thereto to address certain comments received from 

various parties in interest in these chapter 11 cases. A summary of the revised documents is as 

follows:

 Proposed Disclosure Statement Order. A redline reflecting the changes made to 

the Proposed Disclosure Statement Order is attached hereto as Exhibit A.

o Exhibit 1: Confirmation Hearing Notice. A redline reflecting the changes 

made to the Confirmation Hearing Notice is attached hereto as Exhibit B.

o Exhibit 2-A: Form of Ballot for Voting Classes 4, 6-A, 6-B. A redline 

reflecting the changes made to Exhibit 2-A is attached hereto as Exhibit C.

o Exhibits 2-B and 2-C: Ballots for Class 5. No substantive changes.

o Exhibits 3-A, 3-B, and 3-C: Notices of Non-Voting Status. No 

substantive changes.

o Exhibit 4: Cure Notice. A redline reflecting the changes made to the Cure 

Notice is attached hereto as Exhibit D.

PLEASE TAKE FURTHER NOTICE that copies of the revised Proposed Disclosure 

Statement Order, all exhibits thereto, and all other documents filed in the Debtors’ chapter 11 

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3

cases, may be obtained: (a) by accessing the Court’s website at https://ecf.vaeb.uscourts.gov

through an account obtained from the Pacer Service Center at 1-800-676-6856 or www.pacer.gov, 

or (b) free of charge, by accessing the Debtors’ case information website at 

https://www.omniagentsolutions.com/chinos.

Dated: June 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

Redline of Revised Proposed Disclosure Statement Order

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WEIL 97510565V.244670.00001

In re :

Attorneys for Debtors and Debtors in Possession

Chapter 11

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

:

CHINOS HOLDINGS, INC., et al., :

------------------------------------------------------------ Case No. 20–32181 (KLP)x

:

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

Debtors.1 : (Jointly Administered)

:

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

:

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

ORDER (I) APPROVING THE DISCLOSURE STATEMENT

AND THE FORM AND MANNER OF THE NOTICE OF THE

DISCLOSURE STATEMENT HEARING, (II) ESTABLISHING

SOLICITATION AND VOTING PROCEDURES, (III) SCHEDULING

CONFIRMATION HEARING, (IV) ESTABLISHING NOTICE AND

OBJECTION PROCEDURES FOR CONFIRMATION OF THE

DEBTORS’ PLAN, AND (V) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)

2 of Chinos Holdings, Inc. and its debtor

affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases

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

identification number, as applicable, are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand

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

Corp. (1616); J. Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The

Debtors’ corporate headquarters and service address is 225 Liberty St., New York, NY 10281. 2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such

terms in the Motion.

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(collectively, the “Debtors”), for entry of an order (a) approving the proposed disclosure

statement [Docket No. 469541] (together with all schedules and exhibits thereto, and as may be

modified, amended, or supplemented from time to time, the “Disclosure Statement”) for the

Joint Prearranged Chapter 11 Plan of Reorganization of Chinos Holdings, Inc. and Its Af iliated

Debtors (with Technical Changes), filed on June 1124, 2020 [Docket No. 468540] (together with

all schedules and exhibits thereto, and as may be modified, amended, or supplemented from time

to time, the “Plan”) as having adequate information as contemplated by the Bankruptcy Code

and the form and manner of the notice of the hearing to consider the Disclosure Statement; (b)

establishing solicitation and voting procedures; (c) scheduling the Confirmation Hearing (as

defined below); (d) establishing notice and objection procedures with respect to confirmation of

the Plan, and (e) granting related relief, all as more fully described in the Motion; and the Court

having jurisdiction to consider the Motion and the relief requested therein pursuant to 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; and consideration of the Motion and the

requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper

before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and the Disclosure Statement Hearing

Notice having been filed on May 19, 2020 [Docket No. 259] and served as set forth in the

Af idavit of Service [Docket No. 401]; and due and proper notice of the Motion having been

provided under the circumstances, and it appearing that no other or further notice need be

provided; and the Court having held the Disclosure Statement Hearing to consider the relief

requested in the Motion; and upon the record of the Disclosure Statement Hearing and the

proceedings had before this Court; and all objections to the Motion having been withdrawn, resolved, or overruled; and the Court having determined that the legal and factual bases set forth

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in the Motion establish just cause for the relief granted herein; and after due deliberation and

sufficient cause appearing therefor, IT IS HEREBY FOUND AND DETERMINED THAT:

3

A. Notice of the Disclosure Statement Hearing and Disclosure Statement

Objection Deadline. The Disclosure Statement Hearing Notice filed by the Debtors on May 19, 2020 [Docket No. 259] and served upon parties in interest in these chapter 11 cases on May 20, 2020 as set forth in the Af idavit of Service [Docket No. 414], constitutes adequate and sufficient

notice of the hearing to consider approval of the Disclosure Statement, the manner in which a

copy of the Disclosure Statement (and exhibits thereto, including the Plan) could be obtained, and the time fixed for filing objections thereto, in satisfaction of the requirements of the

applicable provisions of the Bankruptcy Code and the Bankruptcy Rules. No other or further

notice is required. B. The Disclosure Statement. The Disclosure Statement contains adequate

information within the meaning of section 1125 of the Bankruptcy Code. C. Balloting and Voting Procedures. The procedures set forth herein and in

the Ballots (as defined herein) for the solicitation and tabulation of votes to accept or reject the

Plan provide for a fair and equitable voting process and are consistent with section 1126 of the

Bankruptcy Code. D. Ballots. The ballots substantially in the form annexed hereto as

Schedules 2-A, 2-B, and 2-C (the “Ballots”), including all voting instructions provided therein,

3 The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law

pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To

the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the

extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

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are consistent with Official Bankruptcy Form No. B 314, address the particular needs of these

chapter 11 cases and provides adequate information and instructions for each individual entitled

to vote to accept or reject the Plan. No further information or instructions are necessary with

respect to the Ballots. E. Parties Entitled to Vote. Pursuant to the Plan, holders of claims in Class 4

(Term Loan Secured Claims), Class 5 (IPCo Notes Claims), Class 6-A (Ongoing Trade Claims), and Class 6-B (Other General Unsecured Claims) are entitled to vote on account of such claims. F. Parties Not Entitled to Vote. Holders of claims and interests in Class 1

(Priority Non-Tax Claims), Class 2 (Other Secured Claims), Class 3 (ABL Facility Claims), Class 7 (Intercompany Claims), and Class 9 (Intercompany Interests) are unimpaired and, accordingly, pursuant to section 1126(f) of the Bankruptcy Code, are conclusively presumed to

accept the Plan and are not entitled to vote on account of such Claims. Further, the holders of

claims and interests Class 8 (Section 510(b) Claims), Class 10-A (Existing Holdings Preferred

Equity) and Class 10-B (Existing Holdings Equity) are Impaired and are conclusively deemed to

have rejected the Plan, and accordingly, pursuant to section 1126(g) of the Bankruptcy Code

such holders are not entitled to vote on account of such Interests and Claims. G. Solicitation Packages and Distribution Procedures. The proposed

distribution and contents of the Solicitation Packages comply with section 1126 of the

Bankruptcy Code and Bankruptcy Rules 2002 and 3017 and constitute sufficient notice to all

interested parties of the Voting Record Date, Voting Deadline, Plan Objection Deadline, Confirmation Hearing, and other related matters. H. Solicitation Period. The period during which the Debtors may solicit

votes to accept or reject the Plan established herein is a reasonable and sufficient period of time

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for the Voting Classes to make an informed decision regarding whether to accept or reject the

Plan and timely return Ballots evidencing such decision. I. Notice of Confirmation Hearing and Plan Objection Deadline. The

procedures set forth in the Motion regarding notice to all parties of the time, date, and place of

the hearing to consider confirmation of the Plan (the “Confirmation Hearing”) and for filing

objections or responses to the Plan, provide due, proper, and adequate notice, comport with due

process and comply with Bankruptcy Rules 2002 and 3017. No further notice is required. J. Notice. All other notices to be provided pursuant to the procedures set

forth in the Motion are good and sufficient notice to all parties in interest of all matters pertinent

hereto and of all matters pertinent to the Confirmation Hearing. No further notice is required. K. Relief is Warranted. The legal and factual bases set forth in the Motion

establish just and sufficient cause to grant the relief requested therein. IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

1. The Motion is granted as set forth herein. 2. All objections to the relief granted herein that have not been withdrawn

with prejudice, waived, or settled, and all reservations of rights included in such objections, hereby are overruled and denied on the merits with prejudice. Disclosure Statement

3. The Disclosure Statement contains adequate information in accordance

with section 1125 of the Bankruptcy Code and is APPROVED. 4. The form and manner of the Disclosure Statement Hearing Notice

complied with all applicable Bankruptcy Rules and Local Rules.

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Solicitation Date and Distribution of Confirmation Hearing Notice

5. The Disclosure Statement (including all applicable exhibits thereto)

provides sufficient notice of the injunction, exculpation, and release provisions contained in

Article X of the Plan, in accordance with Bankruptcy Rule 3016(c). Solicitation and Confirmation Schedule

6. The following dates are approved in connection with solicitation and

confirmation of the Plan:

No later than July 17, 2020

Disclosure Statement Objection Deadline

Cure Notice Filing Date No later than July 31, 2020

June 18, 2020 at 4:00 p.m.

Rule 3018 Motion Filing Deadline August 6, 2020 at 4:00 p.m. Plan Supplement Filing Deadline August 12, 2020 at 11:59 p.m.

Deadline to file Reply to Disclosure Statement Objections

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

June 24, 2020 at 12:00 p.m.

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

Event

August 17, 2020 at 4:00 p.m.

Disclosure Statement Hearing

August Omnibus Hearing to Consider Any 3018 Motions and Cure

Objections

August 20, 2020 at 11:00 a.m.

June 25, 2020 at 11:00 a.m.

Deadline to File Confirmation Brief August 21, 2020

Deadline to File (a) Confirmation Brief, (b) Replies to Plan Objections, (cb) Declarations in Support of Confirmation, and (ivc) Voting

Certification

Date

4

August 24, 2020 at 12:00 p.m.

Voting Record Date

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

July 15, 2020

4 All times referenced in this Order are to Eastern Time.

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Solicitation and Voting Procedures

The Voting Record Date

7. Only holders of claims as of the Voting Record Date shall be entitled to

vote to accept or reject the Plan. With respect to transfers of claims filed pursuant to Bankruptcy

Rule 3001, the holder of a claim as of the Voting Record Date shall be the transferor of such

claim and entitled to cast the Ballot or Class Ballot with respect to that claim unless the

documentation evidencing such transfer was docketed by the Court at least 21 days before the

Voting Record Date and no timely objection with respect to such transfer was filed by the

transferor. Solicitation Packages

8. The Solicitation Packages are APPROVED. 9. The Debtors shall mail the Solicitation Packages as soon as practicable

after the occurrence of both (a) the General Bar Date and (b) entry of this Order

(the “Solicitation Date”), to the U.S. Trustee and the holders of claims and interests as of the

Voting Record Date, as required by Bankruptcy Rule 3017(d). 10. Solicitation Packages shall contain:

(a) If the recipient is in a Voting Class and is entitled to vote

on the Proposed Plan, (i) this Order (without exhibits), (ii) the Confirmation

Hearing Notice, (iii) a Ballot for such holder, (iv) a postage-prepaid, pre- addressed return envelope, and (v) instructions for accessing the Disclosure

Statement, which will include the Proposed Plan as an attachment, and the

Proposed Plan, as independently filed, each from the Debtors’ restructuring

website; and

(b) If the recipient is a Non-Voting Claimant, or is not

otherwise entitled to vote on the Proposed Plan, (i) the Confirmation Hearing

Notice, (ii) the applicable Notice of Non-Voting Status, (iii) the Opt Out Election

Form, and (iv) instructions for accessing the Disclosure Statement, which will

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include the Proposed Plan as an attachment, and the Proposed Plan, as

independently filed, each from the Debtors’ restructuring website. 11. Any party entitled to receive a copy of the Proposed Plan and Disclosure

Statement may request a copy of the Disclosure Statement (and attachments) either in electronic

format or paper format by email or by written request. Upon receipt of such request, the Debtors

will promptly provide such parties with a copy of the Plan and the Disclosure Statement at no

cost to the requesting party. 12. The Debtors shall not be required to send Solicitation Packages to holders

of claims that have already been paid in full (“Paid Creditors”) to the extent that such Paid

Creditors have not timely filed proofs of claims; provided, however, that if any such claim

holder would be entitled to receive a Solicitation Package for any other reason, the Debtors shall

send such claim holder a Solicitation Package in accordance with the procedures set forth in the

Motion. 13. With respect to addresses from which the Debtors have received mailings

returned as undeliverable, the Debtors are excused from mailing Solicitation Packages or any

other materials related to voting or confirmation of the Plan to those entities listed at such

addresses unless the Debtors are provided with accurate addresses for such entities before the

Voting Deadline, and failure to mail Solicitation Packages or any other materials related to

voting or confirmation of the Plan to such entities will not constitute inadequate notice of the

Confirmation Hearing or the Voting Deadline and shall not constitute a violation of Bankruptcy

Rule 3017. Ballots

14. The Ballots, substantially in the form attached hereto as Exhibit 2-A, 2-B, and 2-C are APPROVED. 8

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15. The Debtors are authorized to make non-substantive changes to the

Ballots and related documents without further order of the Court, including ministerial changes

to correct typographical and grammatical errors, and to make conforming changes among the

Ballots and any other materials in the Solicitation Packages before mailing. 16. The Voting Deadline may be extended by the Debtors (a) by written

(including by email) notice to such holder (with any such extensions to be disclosed in the

Voting Certification) or (b) for the entire Voting Class by notice filed by the Debtors in these

chapter 11 cases. 17. All Ballots must be properly executed, completed, and delivered to Omni

by first-class mail, overnight courier, or hand delivery so that they are actually received by

Omni no later than the Voting Deadline. In addition to accepting hard copy Ballots via first

class mail, overnight courier, and hand delivery, the Debtors are authorized to accept Ballots via

electronic, online transmissions, solely through a customized online balloting portal on the

Debtors’ case website to be maintained by Omni (the “E- Ballot Portal”). Parties entitled to

vote may cast an electronic Ballot and electronically sign and submit the Ballot instantly by

utilizing the E-Ballot Portal (which allows a holder to submit an electronic signature). The

encrypted ballot data and audit trail created by such electronic submission shall become part of

the record of any Ballot submitted in this manner and the creditor’s electronic signature will be

deemed to be immediately legally valid and effective. For the avoidance of doubt, holders may

only cast Ballots electronically via the E-Ballot Portal. Ballots submitted by email, facsimile, or

any other means of electronic submission not specifically authorized by the solicitation

procedures shall not be counted.

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Non-Voting Status Notices and Opt Out Election Form

18. The Non-Voting Status Notices attached hereto as Exhibits 3-A, 3-B and

3-C, and the form attached to such notices as Exhibit A (the “Opt Out Election Form”), allowing members of Non-Voting Classes to opt out of certain third party release provisions, are

APPROVED. 19. The Debtors will mail to holders of claims in Classes 1, 2, and 3 the

Confirmation Hearing Notice and the Notice of Non-Voting Status – Unimpaired Claims in lieu

of a Solicitation Package. The Debtors will mail to holders of claims or interests in Classes 8, 10-A and 10-B the Confirmation Hearing Notice and the applicable Notice of Non-Voting Status – Impaired in lieu of a Solicitation Package. Each Notice of Non-Voting Status will provide

(a) notice of the approval of the Disclosure Statement, (b) notice of the filing of the Proposed

Plan, (c) notice of the holder’s non-voting status, (d) information on how to obtain copies of the

Disclosure Statement and Proposed Plan, and (e) an Opt Out Election Form attached as an

exhibit to each Notice of Non-Voting Status. 20. Furthermore, the Debtors will send the Notice of Non-Voting Status – Disputed Claims to the holders of claims that are subject to a pending objection by the Debtors

and are not entitled to vote the disputed portion of their claim. 21. In addition to accepting paper Opt Out Election Forms from members of

the Non-Voting Classes, the Debtors are authorized to accept Opt Out Election Forms

electronically through the Debtors’ restructuring website. Instructions for the electronic online

transmission of Opt Out Election Forms are set forth on each Opt Out Election Form as attached

to the applicable Non-Voting Status Notices.

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Notices to Executory Contract and Unexpired Lease Counterparties

22. The form of Cure Notice annexed hereto as Exhibit 4 is APPROVED. 23. The Debtors are not required to distribute copies of the Proposed Plan or

the Disclosure Statement to any party to an executory contract or unexpired lease who holds a

claim that is not allowed, filed, or scheduled. Tabulation

24. The following tabulation procedures are APPROVED. 25. If applicable, solely for purposes of voting to accept or reject the Plan and

not for the purpose of the allowance of, or distribution on account of, a claim, and without

prejudice to the rights of the Debtors in any other context, each claim within the Voting Classes

will be temporarily allowed in an amount equal to the liquidated, non-contingent, and undisputed

amount of such claim set forth in the Schedules or proof of claim, as applicable

26. The foregoing general procedures will be subject to the following

exceptions:

(a) If a claim is deemed Allowed under the Proposed Plan, such claim is allowed for voting purposes in the deemed Allowed amount set

forth in the Proposed Plan;

(b) If a proof of claim was timely filed in an amount that is

wholly liquidated, non-contingent, and undisputed such claim is temporarily

allowed for voting purposes only in the amount set forth on the proof of claim, unless such claim is disputed as set forth in subparagraph (i) below;

(c) If a claim for which a proof of claim has been timely filed

or is otherwise included in the Debtors’ Schedules is wholly contingent, unliquidated, or disputed (as designated on the Debtors’ Schedules or based on

the face of such proof of claim or as determined upon the review of the Debtors or

the Voting Agent), such claim is accorded one vote and valued at $1.00 for voting

purposes only, and not for purposes of allowance or distribution, unless such

claim is disputed as set forth in subparagraph (i) below;

(d) If a claim is listed on the Debtors’ Schedules or on a timely

filed proof of claim as contingent, unliquidated, or disputed in part, such claim is

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temporarily allowed for voting purposes only in the amount that is liquidated, non-contingent, and undisputed, unless such claim is disputed as set forth in

subparagraph (i) below;

(e) If a claim has been estimated or otherwise allowed for

voting purposes by order of this Court by the Voting Record Date, such claim is

temporarily allowed in the amount so estimated or allowed by this court for

voting purposes only;

(f) Any claimant who has filed or purchased duplicate claims

within the same class will be provided with only one Solicitation Package (as

defined below) and one Ballot for voting a single claim in such class (based on

the reasonable efforts of the Debtors), regardless of whether the Debtors have

objected to such duplicate claim;

(g) Each entity that holds or has filed more than one

non-duplicative claim within a particular class shall be treated as if such entity

has only one claim in such class in the aggregate dollar amount of such claims;

(h) If a proof of claim has been amended by a later proof of

claim that is filed on or before the Voting Record Date, the later filed amending

claim shall be entitled to vote in a manner consistent with these tabulation rules, and the earlier filed claim shall be disallowed for voting purposes, regardless of

whether the Debtors have objected to such amended claim. Except as otherwise

ordered by the Court, any amendments to proofs of claim after the Voting Record

Date shall not be considered for purposes of these tabulation rules; and

(i) If the Debtors have filed an objection to or a request for

estimation of a claim on or before the Voting DeadlineJuly 31, 2020 (such claim, a “Disputed Claim”), such Disputed Claim is temporarily disallowed for voting

purposes, except as ordered by the Court, including pursuant to an order on any

Rule 3018 Motion (as described below) filed regarding such claim; provided that

if the Debtors’ objection seeks to reclassify or reduce the allowed amount of such

claim, then such claim is temporarily allowed for voting purposes in the reduced

amount or as reclassified, except as may be otherwise ordered by this Court.; and

(j) In the case of any rejection damages claim arising out of

the filing of a list of rejected contracts or leases with the Plan Supplement, for

which a proof of claim containing a liquidated amount has not been already been

filed as of the date of the filing of the Plan Supplement, then solely for purposes

of voting to accept or reject the Plan and not for the purpose of the allowance of, or distribution on account of, such claim, and without prejudice to the rights of

the Debtors in any other context, each such claimant shall be provided with a

provisional ballot and permitted to vote in the amount of $1.00, which ballot shall

be transmitted by electronic email or overnight mail. 12

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27. If any claimant seeks to challenge the allowance of its claim for voting

purposes, such claimant must file a motion with the Bankruptcy Court by the deadline set forth

hereinAugust 6, 2020 for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing

such claim for voting purposes in a different amount (a “Rule 3018 Motion”). Upon entry of an

Order resolving a Rule 3018 Motion, the Debtors will direct the Voting Agent to provide such

claimant with a Ballot and that such Ballot be counted in accordance with the above-designated

guidelines (or as otherwise agreed to by the Debtors and such claimant), unless temporarily

allowed in a different amount by an order of the Court entered before or concurrent with entry of

an order confirming the Proposed Plan. 28. Any Ballot that is properly completed, executed, and timely returned to

Omni but does not indicate an acceptance or rejection of the Plan, or indicates both an

acceptance and a rejection of the Plan, shall not be counted. 29. Creditors must vote all of their claims within the Voting Classes, either to

accept or reject the Plan, and may not split their votes. 30. A Ballot that partially rejects and partially accepts the Plan shall not be

counted. 31. The following Ballots shall not be counted or considered for any purpose

in determining whether the Plan has been accepted or rejected: (a) any Ballot received after the

Voting Deadline unless the Debtors have granted in writing an extension of the Voting Deadline

with respect to such Ballot; (b) any Ballot that is illegible or contains insufficient information to

permit the identification of the claim holder; (c) any Ballot cast by a person or entity that does

not hold a claim in a class that is entitled to vote to accept or reject the Plan; (d) any Ballot that

is unsigned or without an original signature; provided, however, for the avoidance of doubt, a

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Ballot submitted via Omni’s E-Ballot Portal shall be deemed to contain an original signature;

and (e) any Ballot transmitted to Omni by facsimile, electronic transmission, or other electronic

means (other than via the E-Ballot Portal). 32. The Debtors will use commercially reasonable efforts to provide the

Committee with two days’ notice of ballot irregularities before the deadline to file the Voting

Certification. 33. 32. Nothing in this Order shall affect or limit any party’s rights to object

to any proof of claim or Rule 3018(a) Motion. Nominees and Beneficial Holders

34. 33. With respect to claims in Class 5 arising under or related to the IPCo

Indentures held by brokers, banks, commercial banks, trust companies, dealers, or other agents

or nominees (collectively, the “Nominees”) in “street name” on behalf of the underlying

beneficial holders (the “Beneficial Holders”), solely for voting purposes, the voting amounts of

those claims shall be the amounts set forth on the books and records of the applicable Nominee

as of the Voting Record Date as evidenced by the securities position report from the Depository

Trust Company (“DTC”). The applicable indenture trustee shall provide a register of registered

holders in electronic Microsoft Excel format to the Debtors no later than one business day after

the Voting Record Date. 35. 34. Once the Voting Record Date has passed, the Debtors will cause to be

distributed to each Nominee reasonably sufficient numbers of Solicitation Packages, including

sufficient Beneficial Ballots (the “Beneficial Ballots”), to distribute via first class mail to the

Beneficial Holders as of the Voting Record Date for whom such Nominee acts. The Debtors

will also cause a Master Ballot (as defined below) to be distributed to each Nominee for use in

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tabulating votes cast on Beneficial Ballots submitted to such Nominee. If it is a Nominee’s

customary and accepted practice to forward the solicitation information to (and collect votes

from) Beneficial Holders by voter information form (“VIF”), e-mail, telephone or other

customary means of communication, the Nominee may employ that method of communication in

lieu of sending the paper Beneficial Ballot or paper Solicitation Package. 36. 35. Nominees, upon receipt of the Solicitation Packages, shall promptly

distribute such Solicitation Packages including Beneficial Ballots (or a summary thereof) to

Beneficial Holders using one of the following two methods (to be selected by the Nominee)

within five business days of receipt of the Solicitation Packages:

a. Pre-Validated Ballots: The Nominee may “pre-validate” a Beneficial

Ballot by (i) signing the Beneficial Ballot; (ii) indicating on the

Beneficial Ballot the amount and the account number of the claims

held by the Nominee for the Beneficial Holder; and (iii) forwarding

such Beneficial Ballot, together with the Disclosure Statement, a pre- addressed, postage-paid return envelope addressed to, and provided

by, Omni, and other materials requested to be forwarded, to the

Beneficial Holder for voting. The Beneficial Holder must then fill in

the information requested in the Beneficial Ballot, and return the

Beneficial Ballot directly to Omni in the pre-addressed, postage-paid

return envelope so that it is RECEIVED by Omni on or before the

Voting Deadline. A list of the Beneficial Holders to whom “pre- validated” Beneficial Ballots were delivered should be maintained by

Nominees for inspection for at least one year from the Voting

Deadline. b. Master Ballots: If the Nominee elects not to pre-validate Beneficial

Ballots, the Nominee may obtain the votes of Beneficial Holders by

forwarding to the Beneficial Holders the unsigned Beneficial Ballots

by VIF, e-mail, or other customary method of collecting votes from a

Beneficial Holder, together with the Disclosure Statement, a pre- addressed, postage-paid return envelope provided by, and addressed

to, the Nominee, and other materials requested to be forwarded. Each

such Beneficial Holder must then indicate his, her, or its vote on the

Beneficial Ballot, fill in the information requested on the Beneficial

Ballot, review the certifications contained on the Beneficial Ballot, execute the Beneficial Ballot, and return the Beneficial Ballot to the

Nominee. If it is the accepted practice for a Nominee to collect votes

through a VIF, e-mail, or other customary method of communication, 15

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the Beneficial Holder shall follow the Nominee’s instruction for

completing and submitting its vote to the Nominee. After collecting

the Beneficial Holders’ votes, the Nominee should, in turn, complete a

master ballot (the “Master Ballot”) compiling the votes and other

information from the Beneficial Holders, execute the Master Ballot, and deliver the Master Ballot to Omni through the e-balloting portal or

via first class mail so that it is RECEIVED by Omni on or before the

Voting Deadline. All Beneficial Ballots returned by Beneficial

Holders should either be forwarded to Omni (along with the Master

Ballot) or retained by Nominees for inspection for at least one year

from the Voting Deadline. EACH NOMINEE SHOULD ADVISE

ITS BENEFICIAL HOLDERS TO RETURN THEIR BENEFICIAL

BALLOTS TO THE NOMINEE BY A DATE CALCULATED BY

THE NOMINEE TO ALLOW IT TO PREPARE AND RETURN THE

MASTER BALLOT TO OMNI SO THAT IT IS RECEIVED BY

OMNI ON OR BEFORE THE VOTING DEADLINE.5

Confirmation

Confirmation Hearing

37. 36. The Confirmation Hearing may be adjourned or continued from time

to time by the Court or the Debtors without further notice, including adjournments announced in

open Court or as indicated in any notice of agenda of matters scheduled for hearing filed by the

Debtors with the Court. Notice of Confirmation Hearing

38. 37. The Confirmation Hearing Notice substantially in the form attached

hereto as Exhibit 1 is APPROVED. 39. 38. The Confirmation Hearing Notice provides due, proper, and adequate

notice, comports with due process and complies with Bankruptcy Rules 2002 and 3017. 40. 39. All parties in interest shall receive or be deemed to have received good

and sufficient notice of (a) the Motion and (b) the Confirmation Hearing, and no further notice of

5 Notwithstanding the foregoing, Nominees are authorized to transmit Solicitation Packages and collect votes to

accept or to reject the Proposed Plan from Beneficial Holders in accordance with their customary practices, including the use of a “voting instruction form” in lieu of (or in addition to) a Beneficial Ballot, and collecting

votes from Beneficial Holders through online voting, by phone, facsimile, or other electronic means.

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the foregoing shall be required, if, as soon as reasonably practicable, but no later than the

Solicitation Date, the Debtors shall cause the Confirmation Hearing Notice to be filed with the

Court and served by email, mail, facsimile, or overnight delivery upon all parties required to be

noticed pursuant to Bankruptcy Rules 2002 and 3017. 41. 40. The Debtors shall publish the Publication Notice in the national

editions of The New York Times, USA Today, or such other nationally recognized publication, and shall be authorized (but not required) to publish the Publication Notice in such other

publications of general circulation as the Debtors shall determine. Objections to Confirmation

42. 41. Objections and responses, if any, to confirmation of the Plan, must:

(a) be in writing; (b) conform to the Bankruptcy Rules and the Local Rules; (c) set forth the

name of the objecting party and the nature and amount of claims or interests held or asserted by

the objecting party against the Debtors’ Estates or property; (d) provide the basis for the

objection and the specific grounds thereof; and (e) be filed, together with proof of service. 43. 42. Registered users of the Court’s case filing system shall be required to

file their objections and responses electronically and that all other parties in interest be required

to file their objections and responses in writing with the United States Bankruptcy Court Clerk’s

Office, 701 East Broad Street, Suite 4000, Richmond, Virginia 23219 to the attention of the

chambers of the Honorable Keith L. Phillips, United States Bankruptcy Judge. 44. 43. Additionally, any objection or response is required to be served upon

and received by the Notice Parties no later than the Plan Objection Deadline. The Notice Parties

shall include:

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Co-Counsel to the Debtors

Hunton Andrews Kurth LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Attn: Tyler P. Brown

Henry P. (Toby) Long, III

Nathan Kramer

Email: tpbrown@hunton.com

hlong@hunton.com

nkramer@hunton.com

Proposed Counsel to the Creditors’ Committee

Pachulski Stang Ziehl & Jones LLP

780 Third Avenue, 34th Floor

New York, NY 10017

Attn: Robert J. Feinstein

Bradford J. Sandler, Esq. Shirley S. Cho, Esq. Email: rfeinstein@pszjlaw.com

bsandler@pszjlaw.com

bsandlerdgrassgreen@pszjlaw.com

scho@pszjlaw.com

Proposed Co-Counsel to the Creditors’ Committee

Hirschler Fleischer, P.C

The Edgeworth Building

2100 East Cary Street

Richmond, Virginia 23223

Attn: Robert S. Westermann

Email: rwestermann@hf-law.com

Counsel to the Debtors

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attn: Ray C. Schrock, P.C. Ryan Preston Dahl

Candace M. Arthur

Daniel Gwen

Email: Ray.Schrock@weil.com

Ryan.Dahl@weil.com

Candace.Arthur@weil.com

Daniel.Gwen@weil.com

Office of the U.S. Trustee

Office of the U.S. Trustee for the Eastern

District of Virginia, Richmond Division

701 East Broad Street, Suite 4304

Richmond, Virginia 23219

Attn: Kenneth N. Whitehurst, III

Email: USTPRegion04.RH.ECF@usdoj.gov

45. 44. Objections to confirmation of the Plan that are not timely filed, served, and actually received in the manner set forth above may not be considered unless otherwise

agreed by the Debtors or determined by the Court.

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General Provisions

46. 45. The Debtors are authorized to adjourn or extend any deadline or date

herein as to any particular party, other than the date of the Confirmation Hearing, in its

discretion and as to all affected parties pursuant to a notice filed on the docket. 47. 46. The Debtors are authorized to make non-substantive changes to the

Disclosure Statement, the Proposed Plan, the Solicitation Packages, and related documents

without further order of the Bankruptcy Court, including ministerial changes to correct

typographical and grammatical errors, and to make conforming changes among the Disclosure

Statement, the Proposed Plan, and any other materials in the Solicitation Packages before

mailing. 48. 47. The terms and conditions of this Order shall be immediately effective

and enforceable upon its entry. 49. 48. The Debtors are authorized to take all reasonable steps necessary or

appropriate to carry out this Order. 50. 49. This Court shall retain jurisdiction to hear and determine all matters

arising from or related to the implementation, interpretation, or enforcement of this Order. Dated: , 2020

Richmond, Virginia

UNITED STATES BANKRUPTCY JUDGE

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2

Exhibit B

Redline of Revised Confirmation Hearing Notice

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

:

:

Debtors.1 : (Jointly Administered)

------------------------------------------------------------ In re

:

:

------------------------------------------------------------

x

x

Chapter 11

NOTICE OF CONFIRMATION HEARING FOR PROPOSED PLAN OF

CHINOS HOLDINGS, INC. AND ITS AFFILIATED DEBTORS

PLEASE TAKE NOTICE THAT on [__________], 2020, the Bankruptcy Court

entered an order [Docket No. [__]] (the “Solicitation Order”): (i) approving the Disclosure

Statement for Joint Prearranged Chapter 11 Plan of Reorganization of Chinos Holdings, Inc. and

Its Af iliated Debtors (with Technical Changes) [Docket No. 469541] (as may be amended, modified, or supplemented, the “Disclosure Statement”) as containing “adequate information” pursuant to section 1125 of the Bankruptcy Code; (ii) establishing the Voting Deadline and other

dates; (iii) approving procedures for filing objections to the Proposed Plan; and (iv) scheduling a

hearing to consider confirmation of the Joint Prearranged Chapter 11 Plan of Reorganization of

Chinos Holdings, Inc. and Its Af iliated Debtors (with Technical Changes) [Docket No. 468540] (as

may be amended, modified, or supplemented the “Proposed Plan”). PLEASE TAKE FURTHER NOTICE that, pursuant to the Solicitation Order, the

Bankruptcy Court approved the following dates and deadlines:

Event Proposed Date

2

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

Disclosure Statement Objection Deadline June 18, 2020 at 4:00 p.m. Deadline to file Reply to Disclosure Statement Objections

:

June 24, 2020 at 12:00 p.m. Disclosure Statement Hearing June 25, 2020 at 11:00 a.m. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, as applicable, are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand

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

Corp. (1616); J. Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The

Debtors’ corporate headquarters and service address is 225 Liberty St., New York, NY 10281. 2 Unless otherwise stated, all times referenced in this Motion are to Eastern Time.

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Plan Supplement Filing Deadline August 12, 2020 at 11:59 p.m.

Solicitation Date and Distribution of Confirmation Hearing Notice

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

No later than July 17, 2020

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

Voting Record Date

August 17, 2020 at 4:00 p.m.

Cure Notice Filing Date

August Omnibus Hearing to Consider Any 3018 Motions and Cure

Objections

August 20, 2020 at 11:00 a.m.

No later than July 31, 2020

Deadline to File Confirmation Brief August 21, 2020

Deadline to File (a) Confirmation Brief, (b) Replies to Plan Objections, (cb) Declarations in Support of Confirmation, and (ivc) Voting

Certification

July 15, 2020

August 24, 2020 at 12:00 p.m.

Rule 3018 Motion Filing Deadline

Confirmation Hearing August 25, 2020 at 10:00 a.m. PLEASE TAKE FURTHER NOTICE that (i) a hearing to consider confirmation

of the Proposed Plan (the “Confirmation Hearing”) will be held before the Honorable Keith L. Phillips, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Eastern

District of Virginia, Richmond Division (the “Bankruptcy Court”), 701 East Broad Street, Suite

4000, Richmond, VA 23219by remote video conference, on August 25, 2020 at 10:00 a.m. (Eastern Time), and (ii) the deadline for filing objections to the confirmation of the Proposed Plan

is August 17, 2020 at 4:00 p.m. (Eastern Time) (the “Objection Deadline”). Parties may

participate in the Confirmation Hearing by registering through the following link:

https://www.zoomgov.com/meeting/register/vJIsdu2oqT0tE6G34NxS3kaZ7hu1N9v8v-A

Parties who wish to attend the Confirmation Hearing on a listen-only basis may do so by using

one of the following dial-in numbers:

Toll-Free Number: (888) 363-4735

Access Code: 8617460

Security Code: 0825

Toll-Free Number: (888) 636-3807

Access Code: 8233381

Security Code: 0825

PLEASE TAKE FURTHER NOTICE that in accordance with the Solicitation

Order, only certain parties in interest are receiving copies of the Disclosure Statement and the

Proposed Plan. Any party in interest wishing to obtain a copy of the Disclosure Statement and the

Proposed Plan should contact Omni, the Debtors’ claims and solicitation agent, by telephone, Toll

Free at (866) 991-8218 (Domestic) or (818) 924-2298 (International); or in writing at Chinos

Holdings, Inc. Ballot Processing, c/o Omni Agent Solutions, 5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367; or by email at chinosinquiries@omniagnt.com with a reference to

August 6, 2020 at 4:00 p.m.

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“Chinos Holdings” in the subject line. Interested parties may also review the Proposed Disclosure

Statement and the Proposed Plan free of charge at www.omniagentsolutions.com/chinos. In

addition, the Disclosure Statement and Proposed Plan are on file with the Bankruptcy Court and may

be reviewed by accessing the Bankruptcy Court’s website: www.vaeb.uscourts.gov. Note that a

PACER password and login are needed to access documents on the Bankruptcy Court’s website. A

PACER password can be obtained at: www.pacer.psc.uscourts.gov. Copies of the Proposed

Disclosure Statement and Proposed Plan may also be examined by interested parties during normal

business hours at the office of the Clerk of the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE THAT ANY CREDITOR THAT FAILS

TO OPT OUT OF THE THIRD-PARTY RELEASES SET FORTH IN SECTION 10.7(c) OF THE

PROPOSED PLAN BY AUGUST 17, 2020 AT 4:00 P.M. (EASTERN TIME) USING THE

BALLOT OR OPT OUT ELECTION FORM, SHALL BE DEEMED TO HAVE GRANTED

SUCH THIRD-PARTY RELEASES. PLEASE TAKE FURTHER NOTICE that, if a holder of a Claim wishes to

challenge the allowance or disallowance of a Claim for voting purposes, such person or entity must

file a motion, pursuant to Bankruptcy Rule 3018(a), for an order temporarily allowing its Claim in a

different amount or classification for purposes of voting to accept or reject the Proposed Plan (a

“Rule 3018 Motion”) no later than 4:00 p.m. (Eastern Time) on August 6, 2020 and serve the

Rule 3018 Motion in accordance with the Order Establishing Certain Notice, Case Management

and Administrative Procedures [Docket No. 109]. The Debtors, or any other party in interest, shall

have until no later than 4:00 p.m. (Eastern Time) on August 13, 2020 to file and serve any

responses to any such Rule 3018 Motion. PLEASE TAKE FURTHER NOTICE that the deadline to vote on the Proposed

Plan is August 17, 2020 at 4:00 p.m. (Eastern Time) (the “Voting Deadline”). The Debtors’ solicitation agent, Omni Agent Solutions (the “Solicitation Agent” or “Voting Agent”), must

receive your Ballot by the Voting Deadline, otherwise your vote may not be counted. PLEASE TAKE FURTHER NOTICE that holders of Claims in Class 4 (Term

Loan Secured Claims), Class 5 (IPCo Notes Claims), Class 6-A (Ongoing Trade Claims), and Class

6-B (Other General Unsecured Claims), as of July 15, 2020 (the “Voting Record Date”) are entitled

to vote. If you hold such a Claim, you will receive a solicitation package (the “Solicitation

Package”) which shall include copies of (i) the Proposed Plan and the Disclosure Statement (in each

case, in electronic format or in paper copy); (ii) the Solicitation Order; (iii) this Notice, (iv) an

appropriate Ballot; (v) a pre-addressed stamped return envelope; and (vi) such other materials as the

Bankruptcy Court directs. Please review the Ballot and the attached instructions for how to vote on

the Proposed Plan. Failure to follow the voting instructions may disqualify your vote. ARTICLE X OF THE PROPOSED PLAN CONTAINS RELEASE, EXCULPATION AND

INJUNCTION PROVISIONS. THUS, YOU ARE ADVISED TO REVIEW AND CONSIDER

THE PROPOSED PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE

AFFECTED THEREUNDER. FOR YOUR CONVENIENCE, SUCH PROVISIONS ARE

SET FORTH ON EXHIBIT 1 HERETO. BELOW IS A SUMMARY OF THE THIRD- PARTY RELEASE PROVISIONS. FOR THE AVOIDANCE OF DOUBT, TO THE

3

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EXTENT ANY PROVISION OF THIS NOTICE CONFLICTS WITH THE TERMS OF THE

PROPOSED PLAN, THE TERMS OF THE PROPOSED PLAN WILL CONTROL. SUMMARY OF RELEASE PROVISIONS:

PURSUANT TO THE PROPOSED PLAN, CERTAIN PARTIES ARE RELEASING THE

RELEASED PARTIES, WHICH INCLUDE CERTAIN THIRD PARTIES, FROM CERTAIN

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

OTHER RELEASED PARTIES; THE HOLDERS OF IMPAIRED CLAIMS WHO VOTED

TO ACCEPT THE PLAN; THE HOLDERS OF IMPAIRED CLAIMS WHO ABSTAINED

FROM VOTING ON THE PLAN OR VOTED TO REJECT THE PLAN BUT DID NOT

OPT-OUT OF THESE RELEASES ON THEIR BALLOTS; THE HOLDERS OF

UNIMPAIRED CLAIMS AND INTERESTS IN CLASSES 1, 2, 3, 7, AND 9 THAT ARE

PRESUMED TO ACCEPT THE PLAN BUT DO NOT TIMELY OPT-OUT OF THE

RELEASES BY COMPLETING A WRITTEN OPT-OUT FORM; THE HOLDERS OF

IMPAIRED CLAIMS AND INTERESTS IN CLASSES 8, 10-A, AND 10-B, THAT ARE

DEEMED TO REJECT THE PLAN BUT DO NOT TIMELY OPT-OUT OF THE

RELEASES BY COMPLETING A WRITTEN OPT-OUT FORM; AND RELATED

PARTIES OF THE FOREGOING. ACCORDINGLY, IF THE PROPOSED PLAN IS APPROVED AND YOU DO NOT OPT- OUT, YOU WILL BE DEEMED TO GRANT THE THIRD-PARTY RELEASES PROVIDED

FOR IN THE PROPOSED PLAN EVEN IF YOU (A) DO NOT VOTE IN FAVOR OF THE

PROPOSED PLAN AND (B) OBJECT TO THE PROPOSED PLAN. PLEASE TAKE FURTHER NOTICE that any objection to confirmation of the

Proposed Plan must be filed with the Bankruptcy Court by no later than the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT IF AN OBJECTION TO

CONFIRMATION OF THE PROPOSED PLAN IS NOT FILED STRICTLY AS

PRESCRIBED HEREIN, THE OBJECTING PARTY MAY BE BARRED FROM

OBJECTING TO CONFIRMATION OF THE PROPOSED PLAN AND MAY NOT BE

HEARD AT THE CONFIRMATION HEARING. PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing may be

adjourned from time to time without further notice to parties in interest other than by an

announcement in the Bankruptcy Court of such adjournment on the date scheduled for the

Confirmation Hearing or as indicated in any notice of agenda of matters scheduled for hearing

filed by the Debtors with the Bankruptcy Court. The Debtors may modify the Proposed Plan, if

necessary, before, during, or as a result of the Confirmation Hearing without further notice. Dated: [ ], 2020

Richmond, Virginia

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5

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HUNTON ANDREWS KURTH LLP

Tyler P. Brown (VSB No. 28072)

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

Nathan Kramer (VSB No. 87720)

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile: (804) 788-8218

-and- WEIL, GOTSHAL & MANGES LLP

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

Ryan Preston Dahl (admitted pro hac vice)

Candace M. Arthur (admitted pro hac vice)

Daniel Gwen (admitted pro hac vice)

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

Attorneys for Debtors and Debtors in Possession

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EXHIBIT 1

Certain Plan Provisions

1.56. Exculpated Parties means, collectively and, in each case, in their capacities as such, (i) the Debtors, (ii) the Reorganized Debtors, (iii) the Creditors’ Committee, (iv) the Consenting

Support Parties, (v) the ABL Agent and the ABL Lenders, (vi) the Term Agent and the Term

Lenders, (vi) the Indenture Trustees and the IPCo Noteholders, (vii) the Backstop Parties, (viii) the

DIP Lenders, (ix) the DIP Agent, (x) the New Term Lenders, (xi) the New Term Agent, (xii) the

Sponsors, and (xiii) the Related Parties for each of the foregoing. 1.117. Released Parties means each of, and solely in their capacity as such, (a) the Debtors

and the Reorganized Debtors, (b) the ABL Agent and ABL Lenders, (c) the Term Agent and Term

Lenders, (d) the Indenture Trustees and IPCo Noteholders, (e) the Consenting Support Parties, (f) the

Sponsors, (g) the DIP Agent and DIP Lenders, (h) the Exit ABL Agent and Exit ABL Lenders, (i)

the New Term Agent and New Term Lenders, (j) the Backstop Parties, and (k) the Related Parties for

each of the foregoing; provided that a holder of a Claim or Interest that objects to or opts-out of the

releases set forth in Section 10.7(b) of the Plan shall not be a “Released Party.”

6

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10.6. Injunction

(a) Upon entry of the Confirmation Order, all holders of Claims and Interests

and other parties in interest, along with their respective present or former employees, agents, officers, directors, principals, and affiliates, shall be enjoined from taking any actions to interfere

with the implementation or consummation of the Plan. (b) Except as expressly provided in the Plan, the Confirmation Order, or

another order of the Bankruptcy Court or agreed to by the Debtors and a holder of a Claim or

Interest, all Entities who have held, hold, or may hold Claims or Interests (whether or not proof of

such claims or interests has been filed and whether or not such Entities voted for or against the

Plan or abstained from voting on the Plan or are presumed to have accepted or deemed to have

rejected the Plan) and other parties in interest, along with their respective present or former

employees, agents, officers, directors, principals, and affiliates are permanently enjoined, on and

after the Effective Date, solely with respect to the Claims, Interests, and Causes of Action that are

extinguished, discharged, or released pursuant to the Plan, from (i) commencing, conducting, or

continuing in any manner, directly or indirectly, any suit, action, or other proceeding of any kind

(including, any proceeding in a judicial, arbitral, administrative or other forum) against or

affecting the Released Parties or the property of any of the Released Parties, (ii) enforcing, levying, attaching (including any prejudgment attachment), collecting, or otherwise recovering by any

manner or means, whether directly or indirectly, any judgment, award, decree, or order against the

Released Parties or the property of any of the Released Parties, (iii) creating, perfecting, or

otherwise enforcing in any manner, directly or indirectly, any encumbrance of any kind against the

Released Parties or the property of any of the Released Parties, (iv) asserting any right of setoff, directly or indirectly, against any obligation due the Released Parties or the property of any of the

Released Parties, except as contemplated by the Plan, and (v) acting in any manner that does not

conform to or comply with the provisions of the Plan or the Confirmation Order. (c) By accepting distributions under the Plan, each holder of an Allowed Claim

extinguished, discharged, or released pursuant to the Plan shall be deemed to have affirmatively

and specifically consented to be bound by the Plan, including the injunctions set forth in this

Section 10.6. (d) The injunctions in this Section 10.6 shall extend to any successors of the

Debtors and the Reorganized Debtors and their respective property and interests in property. 10.7. Releases

(a) Releases by Debtors

As of the Effective Date, for good and valuable consideration, on and after the

Effective Date, the Released Parties shall be deemed to be conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtors, their Estates, the Reorganized

Debtors, and any Entity seeking to exercise the rights of the foregoing, including any successors to

the Debtors or any estate representatives appointed or selected pursuant to section 1123(b)(3) of the

Bankruptcy Code, from any and all claims, obligations, rights, suits, judgments, damages, demands, debts, rights, Causes of Action, remedies, losses, and liabilities whatsoever, including any

derivative claims, asserted or assertable on behalf of the Debtors, their Estates, or the Reorganized

Debtors, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, matured

or unmatured, contingent or fixed, existing or hereinafter arising, in law, equity or otherwise, that

the Debtors, their Estates, the Reorganized Debtors, or their affiliates would have been legally

7

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entitled to assert in their own right (whether individually or collectively) or on behalf of the holder

of any Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in

whole or in part, the Debtors, their Estates, the formation, operation, and conduct of the Debtors’ businesses, the Chapter 11 Cases, the acquisition, purchase, sale, or rescission of the purchase or

sale of any debt or security of the Debtors or the Reorganized Debtors (including the New Equity

Allocation and the New Warrants), the subject matter of, or the transactions or events giving rise

to, any Claim or Interest, the business or contractual arrangements between the Debtors and any

Released Party, the Debtors’ restructuring, the restructuring of any Claim or Interest before or

during the Chapter 11 Cases (including the restructuring of the IPCo Notes Claims

notwithstanding the IPCo Intercreditor Agreement), the DIP Order, the Disclosure Statement, the

Transaction Support Agreement, the New Term Loan, the Backstop Commitment, the Backstop

Commitment Letter, the Plan, the Plan Supplement and other related agreements, instruments, and

documents related to the foregoing (including the Definitive Documents), and the negotiation, formulation, or preparation thereof, the solicitation of votes on the Plan, or any other act or

omission, in all cases based upon any act or omission, transaction, agreement, event, or other

occurrence taking place on or before the Effective Date, including all Claims and Causes of Action

under chapter 5 of the Bankruptcy Code or any other Avoidance Actions under the Bankruptcy

Code or applicable federal or state law, including any preference or fraudulent transfer Claims or

Causes of Action; provided that nothing in this release shall be construed to release any post- Effective Date obligations of any Entity under the Plan, the Transaction Support Agreement, or

any document, instrument, or agreement (including those set forth in the Plan Supplement)

executed to implement the Plan. (b) Consensual Releases by Holders of Claims and Interests

As of the Effective Date, for good and valuable consideration, on and after the

Effective Date, each of the Released Parties shall be deemed to be conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by:

i. the other Released Parties;

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

iii. the holders of Impaired Claims who abstained from voting on the Plan or

voted to reject the Plan but did not opt-out of these releases on their ballots;

iv. the holders of Unimpaired Claims and Interests in Classes 1, 2, 3, 7, and 9

that are presumed to accept the Plan but do not timely opt-out of the

releases by completing a written opt-out form; and

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

by completing a written opt-out form;

and with respect to any Entity in the foregoing clauses (i) through (iv), (a) such Entity’s

predecessors, successors, and assigns, and (b) all Entities entitled to assert Claims through or on

behalf of such Entities with respect to the matters to which these releases apply, in each case, from

any and all claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities

whatsoever, including any derivative claims, asserted or assertable on behalf of a Debtor, whether

known or unknown, foreseen or unforeseen, liquidated or unliquidated, matured or unmatured, contingent or fixed, existing or hereinafter arising, in law, equity or otherwise, that such Entity

would have been legally entitled to assert in its own right (whether individually or collectively)

8

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based on or relating to, or in any manner arising from, in whole or in part, the Debtors and their

Estates, the formation, operation, and conduct of the Debtors’ businesses, the Chapter 11 Cases, the

acquisition, purchase, sale, or rescission of the purchase or sale of any debt or security of the

Debtors or the Reorganized Debtors (including the New Equity Allocation and New Warrants), the

subject matter of, or the transactions or events giving rise to, any Claim or Interest, the business or

contractual arrangements between the Debtors and any Released Party, the Debtors’ restructuring

(including the restructuring of the IPCo Notes Claims notwithstanding the IPCo Intercreditor

Agreement), the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the

DIP Order, the Disclosure Statement, the Transaction Support Agreement, the New Term Loan, the Backstop Commitment, the Backstop Commitment Letter, the Plan, the Plan Supplement, and

related agreements, instruments, and other documents (including the Definitive Documents), and

the negotiation, formulation, or preparation thereof, the solicitation of votes on the Plan, or any

other act or omission, in all cases based upon any transaction, agreement, event, or other

occurrence taking place on or before the Effective Date, including all Claims and Causes of Action

under chapter 5 of the Bankruptcy Code or any other Avoidance Actions under the Bankruptcy

Code or applicable federal or state law, including any preference or fraudulent transfer Claims or

Causes of Action; provided that nothing in this release shall be construed to release any post- Effective Date obligations of any Entity under the Plan, the Transaction Support Agreement, or

any document, instrument, or agreement (including those set forth in the Plan Supplement)

executed to implement the Plan. (c) Entry of the Confirmation Order shall constitute the Bankruptcy Court’s

approval, pursuant to Bankruptcy Rule 9019, of the compromises memorialized in the releases set

forth herein, and shall constitute the Bankruptcy Court’s finding that the releases set forth in the

Plan are: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for good

and valuable consideration provided by the Released Parties, including the Released Parties’ contributions to facilitating the restructuring and implementing the Plan; (d) a good faith

settlement and compromise of the claims released; (e) in the best interests of the Debtors and their

Estates; (f) fair, equitable, and reasonable; and (g) given and made after due notice and

opportunity for hearing. 10.8. Exculpation

Notwithstanding anything herein to the contrary, and to the maximum extent

permitted by applicable law, no Exculpated Party will have or incur, and each Exculpated Party is

hereby released and exculpated from, any claim, obligation, suit, judgment, damage, demand, debt, right, cause of action, remedy, loss, and liability for any claim in connection with or arising out of

the administration of the Chapter 11 Cases, the formulation, preparation, and pursuit of the

Disclosure Statement, the Transaction Support Agreement, the transactions relating to the Debtors’ restructuring, the Plan (including the Plan Supplement), the solicitation of votes for, or

confirmation of, the Plan, the funding or consummation of the Plan, the Definitive Documents, or

any related agreements, instruments, or other documents, the offer, issuance, and distribution of

any securities issued or to be issued pursuant to the Plan, whether or not such distribution occurs

following the Effective Date, the occurrence of the Effective Date, negotiations regarding or

concerning any of the foregoing, or the administration of the Plan or property to be distributed

under the Plan, except for actions determined to constitute gross negligence, willful misconduct, or

intentional fraud as determined by a Final Order by a court of competent jurisdiction. This

exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations and any other applicable law or rules protecting the Exculpated Parties from liability. 9

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3

Exhibit C

Redline of Revised Form of Ballot for Voting Classes 4, 6-A, 6-B

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1

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:

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

:

:

Debtors.1 : (Jointly Administered)

------------------------------------------------------------ In re

:

:

------------------------------------------------------------

x

x

Chapter 11

BALLOT FOR ACCEPTING OR REJECTING THE

JOINT PREARRANGED CHAPTER 11 PLAN OF REORGANIZATION

OF CHINOS HOLDINGS, INC. AND ITS AFFILIATED DEBTORS

CLASS [4, 6-A, and 6-B]

PLEASE CAREFULLY READ AND FOLLOW THE ENCLOSED INSTRUCTIONS

FOR COMPLETING THIS BALLOT

THIS BALLOT MUST BE ACTUALLY RECEIVED BY OMNI ON OR BEFORE

[__], 2020, BY 5:00 P.M. (EASTERN TIME) (THE “VOTING DEADLINE”)

The above-captioned debtors and debtors in possession (collectively, the “Debtors”)

have sent this Ballot to you because our records indicate that you are a holder of a Class [__]

Claim, and accordingly, you have the right to vote to accept or reject the Joint Prearranged

Chapter 11 Plan of Reorganization of Chinos Holdings, Inc. and its Af iliated Debtors (with

Technical Changes) [Docket No. 468540] (as may be amended, modified, or supplemented, the

“Plan”).2

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

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

identification number, as applicable, are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand

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

Corp. (1616); J. Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The

Debtors’ corporate headquarters and service address is 225 Liberty St., New York, NY 10281. 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan, Disclosure Statement (as defined herein) or the Order (I) Approving the Disclosure Statement and Form and

Manner of Notice of Disclosure Statement Hearing; (II) Establishing Solicitation and Voting Procedures, (III)

Scheduling Confirmation Hearing, (IV) Establishing Notice and Objection Procedures for Confirmation of the

Plan, and (V) Granting Related Relief [Docket No. [ ]] (the “Solicitation Order”), as applicable, or as the

context otherwise requires.

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Your rights are described in the Disclosure Statement for Joint Prearranged Chapter 11

Plan of Reorganization of Chinos Holdings, Inc. and its Af iliated Debtors (with Technical

Changes) and all exhibits related thereto [Docket No. 469541] (as may be amended, modified, or

supplemented, the “Disclosure Statement”) and the Solicitation Order. The Disclosure

Statement, the Plan, the Solicitation Order, and the Notice of the Confirmation Hearing are

included in the Solicitation Package you are receiving with this Ballot. If you need to obtain

additional solicitation materials, you may contact Omni Agent Solutions, the voting agent

retained by the Debtors in these chapter 11 cases (“Omni”), by: (a) accessing Omni’s chapter 11

case website at www.omniagentsolutions.com/chinos; (b) writing to Omni at Chinos Holdings, Inc. Ballot Processing, c/o Omni Agent Solutions, 5955 De Soto Ave., Suite 100, Woodland

Hills, CA 91367, or (c) by telephone at (866) 991-8218 (Domestic) or (818) 924-2298

(International). You may also obtain copies of any pleadings filed in these Chapter 11 Cases for

a fee via PACER at: http://www.vaeb.uscourts.gov. The Court has approved the Disclosure Statement as containing adequate information, as

required under section 1125 of the Bankruptcy Code. Court approval of the Disclosure

Statement does not indicate approval of the Plan by the Court. This Ballot may not be used for

any purpose other than to (i) vote to accept or reject the Plan and (ii) opt out of the Third Party

Release (as defined below). If you believe you have received this Ballot in error, please contact

Omni at the address or telephone number set forth above. You should review the Disclosure Statement and the Plan before you vote. You may wish

to seek legal advice concerning the Plan and the Plan’s classification and treatment of your

Claim. Your Claim has been placed in Class [__] under the Plan. If you hold Claims in more

than one (1) Class, you will receive a Ballot for each Class in which you are entitled to vote. If Omni does not receive your Ballot on or before the Voting Deadline, which is [_], 2020, at 5:00 p.m. (Eastern Time), and if the Voting Deadline is not extended, your vote will

not count. If the Court confirms the Plan, it will bind you regardless of whether you vote. You may submit your Ballot through Omni’s online electronic balloting portal (the “E-Balloting

Portal”) or by returning this paper Ballot. IN LIGHT OF THE DISRUPTIONS IN MAIL SERVICES RESULTING FROM THE

COVID-19 PANDEMIC, THE DEBTORS STRONGLY RECOMMENT SUBMISSION

OF E-BALLOTS THROUGH THE E-BALLOTING PORTAL TO ENSURE THAT

YOUR BALLOT IS RECEIVED BEFORE THE VOTING DEADLINE.

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Omni will accept Ballots if properly completed through the E-Balloting Portal. To

submit your Ballot via the E-Balloting Portal, visit www.omniagentsolutions.com/chinos, click on the “E-Ballot” section of the Debtors’ website and follow the instructions to

submit your Ballot. IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:__________________________________________________ Omni’s E-Balloting Portal is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email or other means

of electronic transmission will not be counted. Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 2 of

your electronic Ballot. Please complete and submit an electronic Ballot for each E-Ballot

ID# you receive, as applicable. Creditors who cast a Ballot using the E-Balloting Portal

should NOT also submit a paper Ballot. If your Ballot is not received by Omni on or before the Voting Deadline, and such Voting

Deadline is not extended by the Debtors as noted above, your vote will not be counted. If by First Class Mail:

Chinos Holdings, Inc. Ballot Processing

c/o Omni Agent Solutions

5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367

If by Overnight Courier or Overnight Mail:

If Submitting Your Vote through the E-Balloting Portal

Chinos Holdings, Inc. Ballot Processing

c/o Omni Agent Solutions

5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367

Item 1. Treatment of Your Class [_____] [___________] Claim. [CLASS 6-A OR 6-B ONLY] [Claims are against the following Debtor(s) (insert Debtor

name(s) here): ____________________________.]

Subject to the terms and conditions of the Plan, you will receive the following treatment on

account of your Class [_____] [___________] Claim if it is Allowed and the Plan is

consummated:

[INSERT APPLICABLE PLAN TREATMENT]

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2. Claim(s)

4 Against Debtor(s): ___________________

Item 3. Vote on Plan

The holder of a Class [________] Claim set forth in Item 2 votes to (please check one):

For additional discussion of your rights and the treatment of your Claim under the Plan, please read the Disclosure Statement and the Plan. Item 2. Amount of Claim. The undersigned hereby certifies that, as of the Voting Record Date, [__], 2020, (i) the

undersigned was the holder of a Class [_] Claim in the following principal amount (insert

amount in box 1 below) for voting, and (ii) such Claim is asserted against the following

Debtor(s) (insert all applicable Debtor names in box 2 below):

ACCEPT THE PLAN REJECT THE PLAN

Any Ballot that is executed by the holder of a Claim that indicates both an acceptance

and a rejection of the Plan or does not indicate either an acceptance or rejection of the Plan will

not be counted. If no holders of Class [_______] Claims eligible to vote to accept or reject the Plan vote

on the Plan, then the Plan will be deemed accepted by Class [______]. Item 4. Article X of the Plan provides for the following third party release:

1. Amount of Claim3: $___________________

3 For voting purposes only. Subject to tabulation rules. 4 For voting purposes only. Subject to tabulation rules.

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On and after the Effective Date, each of the Released Parties

5 shall be deemed to be

conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged

by:

i. the other Released Parties;

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

iii. the holders of Impaired Claims who abstained from voting on the Plan or

voted to reject the Plan but did not opt-out of these releases on their ballots;

iv. the holders of Unimpaired Claims and Interests in Classes 1, 2, 3, 7, and 9

that are presumed to accept the Plan but do not timely opt-out of the

releases by completing a written opt-out form; and

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

by completing a written opt-out form;

and with respect to any Entity in the foregoing clauses (i) through (iv), (a) such Entity’s

predecessors, successors, and assigns, and (b) all Entities entitled to assert Claims through

or on behalf of such Entities with respect to the matters to which these releases apply, in

each case, from any and all claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative claims, asserted or assertable

on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, liquidated or

unliquidated, matured or unmatured, contingent or fixed, existing or hereinafter arising, in

law, equity or otherwise, that such Entity would have been legally entitled to assert in its

own right (whether individually or collectively) based on or relating to, or in any manner

arising from, in whole or in part, the Debtors and their Estates, the formation, operation, and conduct of the Debtors’ businesses, the Chapter 11 Cases, the acquisition, purchase, sale, or rescission of the purchase or sale of any debt or security of the Debtors or the

Reorganized Debtors (including the New Equity Allocation and New Warrants), the

subject matter of, or the transactions or events giving rise to, any Claim or Interest, the

business or contractual arrangements between the Debtors and any Released Party, the

Debtors’ restructuring (including the restructuring of the IPCo Notes Claims

notwithstanding the IPCo Intercreditor Agreement), the restructuring of any Claim or

Interest before or during the Chapter 11 Cases, the DIP Order, the Disclosure Statement, the Transaction Support Agreement, the New Term Loan, the Backstop Commitment, the

Backstop Commitment Letter, the Plan, the Plan Supplement, and related agreements, instruments, and other documents (including the Definitive Documents), and the

negotiation, formulation, or preparation thereof, the solicitation of votes on the Plan, or

5 “Released Parties” means each of, and solely in their capacity as such, (a) the Debtors and the Reorganized

Debtors, (b) the ABL Agent and ABL Lenders, (c) the Term Agent and Term Lenders, (d) the Indenture

Trustees and IPCo Noteholders, (e) the Consenting Support Parties, (f) the Sponsors, (g) the DIP Agent and

DIP Lenders, (h) the Exit ABL Agent and Exit ABL Lenders, (i) the New Term Agent and New Term Lenders, (j) the Backstop Parties, and (k) the Related Parties for each of the foregoing; provided that a holder of a Claim

or Interest that objects to or opts-out of the releases set forth in Section 10.7(b) of the Plan shall not be a

“Released Party.”

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any other act or omission, in all cases based upon any transaction, agreement, event, or

other occurrence taking place on or before the Effective Date, including all Claims and

Causes of Action under chapter 5 of the Bankruptcy Code or any other Avoidance Actions

under the Bankruptcy Code or applicable federal or state law, including any preference or

fraudulent transfer Claims or Causes of Action; provided that nothing in this release shall

be construed to release any post-Effective Date obligations of any Entity under the Plan, the Transaction Support Agreement, or any document, instrument, or agreement

(including those set forth in the Plan Supplement) executed to implement the Plan. IMPORTANT INFORMATION REGARDING THE THIRD PARTY RELEASE:

IF YOU VOTE TO ACCEPT THE PLAN, YOU SHALL BE DEEMED TO HAVE

CONSENTED TO THE RELEASE, INJUNCTION, AND EXCULPATION PROVISIONS SET

FORTH IN SECTIONS 10.6, 10.7, AND 10.8 OF THE PLAN. IF YOU (I) DO NOT VOTE

EITHER TO ACCEPT OR REJECT THE PLAN OR (II) VOTE TO REJECT THE PLAN

AND DO NOT CHECK THE BOX BELOW, YOU SHALL BE DEEMED TO HAVE

CONSENTED TO THE RELEASE PROVISIONS SET FORTH IN SECTION 10.7(B) OF

THE PLAN. The holder of the Class [_______] Claim set forth in Item 2 above elects to:

Opt Out of the Third Party Release. IF YOU VOTE TO ACCEPT THE PLAN YOUR OPT OUT WITH RESPECT TO THE THIRD

PARTY RELEASES WILL NOT BE EFFECTIVE. Item 5. Certifications

By signing this Ballot, the undersigned certifies to the Court and the Debtors:

1. that, as of the Voting Record Date, the undersigned is either: (a) the Entity that is

the holder of the Class [___] Claims being voted; or (b) the Entity that is an

authorized signatory for an Entity that is a holder of the Class [___] Claims being

voted;

2. that the undersigned has received a copy of the Solicitation Package, including

the Disclosure Statement and the Plan, and acknowledges that the solicitation is

being made pursuant to the terms and conditions set forth therein;

3. that the undersigned has cast the same vote with respect to all of their Class [___]

Claims;

4. that no other Ballots with respect to the amount of the Class [___] Claims

identified in Item 2 have been cast or, if any other Ballots have been cast with

respect to such Claims, then any such Ballots cast earlier are hereby revoked;

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5. that the undersigned acknowledges that a vote to accept the Plan constitutes an

acceptance of the treatment of the Class [___] Claims identified in Item 2;

6. that the undersigned understands and, if accepting the Plan, agrees with the

treatment provided for its Claims under the Plan set forth in Item 1;

7. that the undersigned acknowledges and understands that (a) if no holders of

Allowed Claims eligible to vote in Class [ ] vote to accept or reject the Plan, the

Plan shall be deemed accepted by such Class; and

8. that the undersigned acknowledges and agrees that the Debtors may make

conforming changes to the Plan to the extent provided by Bankruptcy Rule 3019

as may be reasonably necessary and that the Debtors will not have to re-solicit

acceptances or rejections of the Plan in the event of such conforming changes, all

subject to final approval by the Court at the Confirmation Hearing.

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Title: __________________________________

__________________________________ Signature:

Address:

__________________________________

__________________________________

__________________________________

__________________________________

(Please print or type)

Telephone No.: __________________________________

Name of Signatory: __________________________________

E-Mail Address: __________________________________

(If other than holder)

46

Date Completed: __________________________________ PLEASE COMPLETE, SIGN, AND DATE THE BALLOT AND RETURN IT

PROMPTLY IN THE RETURN ENVELOPE PROVIDED. YOUR BALLOT MUST BE ACTUALLY RECEIVED BY OMNI BY THE VOTING

DEADLINE, WHICH IS 5:00 P.M. EASTERN TIME ON [__], 2020.

Name of holder:

46 If you are completing this Ballot on behalf of another person or entity, indicate your relationship with such person

or entity and the capacity in which you are signing. You may be required to provide additional information or

documentation with respect to such relationship.

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INSTRUCTIONS FOR COMPLETING BALLOTS

1. The Debtors are soliciting the votes of holders of Allowed Claims with respect to the

Plan attached as Exhibit A to the Disclosure Statement. Capitalized terms used in the

Ballot or in these instructions (the “Ballot Instructions”) but not otherwise defined

therein or herein have the meaning set forth in the Plan, the Disclosure Statement, or the

Solicitation Order, as applicable. 2. The Court may confirm the Plan and thereby bind you to the terms of the Plan regardless

of whether you voted to accept or reject the Plan. Please review the Disclosure

Statement for more information. 3. Omni’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email or other means

of electronic transmission will not be counted. To have your vote counted, you must

electronically complete, sign, and return this customized Electronic Ballot by utilizing

the E-Ballot platform on Omni’s website. Your Ballot must be received by Omni no later

than the Voting Deadline, unless such time is extended by the Debtors. HOLDERS ARE STRONGLY ENCOURAGED TO SUBMIT THEIR BALLOTS

VIA THE E-BALLOT PLATFORM. 4. If you prefer to return a hard copy of your Ballot, you may return it in the enclosed

preaddressed, postage prepaid envelope or via first class mail to:

Chinos Holdings, Inc. Ballot Processing

c/o Omni Agent Solutions

5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367

or via overnight courier or hand delivery to:

Chinos Holdings, Inc. Ballot Processing

c/o Omni Agent Solutions

5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367

5. To ensure that your vote is counted, you must: (a) complete the Ballot; (b) indicate your

decision either to accept or reject the Plan in the boxes provided in Item 3 of the Ballot;

and (c) sign and return the Ballot to the address set forth on the enclosed pre-addressed

envelope or in a method provided herein. The Voting Deadline for the receipt of Ballots

by Omni is 5:00 p.m. (Eastern Time) on [_], 2020. Your completed Ballot must be

received by Omni on or before the Voting Deadline. 6. Except as otherwise provided herein or unless waived by the Debtors or permitted by

order of the Bankruptcy Court, unless your Ballot is timely submitted on or before the

Voting Deadline, the Debtors shall reject your Ballot as invalid and, therefore, decline to

count it in connection with confirmation of the Plan. WEIL:\97480001\5\54457.0008

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7. If you cast more than one Ballot voting the same Claim before the Voting Deadline, the

last valid Ballot received on or before the Voting Deadline shall be deemed to reflect

your intent, and thus, supersede any prior Ballot(s). 8. If you cast a Ballot that is properly completed, executed and timely returned to Omni, but

does not indicate either an acceptance or rejection of the Plan, the Ballot will not be

counted. 9. If you cast a Ballot that is properly completed, executed, and timely returned to Omni, but indicates both an acceptance and a rejection of the Plan, the Ballot will not be

counted. 10. You shall be deemed to have voted the full amount of your Claim in Class [ ] and are

not entitled to split your vote within such Class. Any Ballot that partially accepts and

partially rejects the Plan will not be counted. 11. If you cast Ballots received by Omni on the same day, but which purport to cast

inconsistent votes, such Ballots will not be counted. 12. The following Ballots will not be counted:

(i) Any Ballot received after the Voting Deadline, unless the Debtors have granted

an extension of the Voting Deadline in writing with respect to such Ballot;

(ii) Any Ballot that is illegible or contains insufficient information to permit the

identification of the Claim holder;

(iii) Any Ballot cast by a person or entity that does not hold a Claim in a Class that is

entitled to vote to accept or reject the Plan;

(iv) Any Ballot cast by a person who is not entitled to vote, even if such individual

holds a Claim in a Voting Class;

(v) Any unsigned Ballot;

(vi) Any Ballot with respect to a vote that the Court determines, after notice and a

hearing, was not solicited or procured in good faith or in accordance with the

provisions of the Bankruptcy Code; or

(vii) Any Ballot transmitted to Omni by means not specifically approved herein. 13. If you are signing a Ballot in your capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or

representative capacity, you should indicate such capacity when signing and, if requested

by Omni, the Debtors, or the Court, must submit proper evidence to the requesting party

to so act on behalf of such holder. In addition, you should provide the holder’s name and

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mailing address if it is different from that set forth on the attached mailing label or if no

such mailing label is attached to the Ballot. 14. If you hold Claims in more than one Class, you must use separate Ballots for each Class

or Claims. 15. The Debtors, subject to contrary order of the Bankruptcy Court, may waive any defect or

irregularity as to any particular Ballot at any time, either before or after the close of

voting. 16. Neither the Debtors, nor any other Entity, will be under any duty to provide notification

of defects or irregularities with respect to delivered Ballots, nor will any of them incur

any liability for failure to provide such notification; provided that the Debtors will

provide a description of such defects and/or irregularities in the Voting Certification. 17. Unless waived by the Debtors, subject to contrary order of the Bankruptcy Court, any

defects or irregularities in connection with deliveries of Ballots must be cured before the

Voting Deadline or such Ballots will not be counted. 18. The Ballot is not a letter of transmittal and may not be used for any purpose other than to

(i) vote to accept or reject the Plan and (ii) opt-out of the Third Party Release. Accordingly, at this time, Holders of Claims should not surrender certificates or

instruments representing or evidencing their Claim, and neither the Debtors nor Omni

will accept delivery of any such certificates or instruments surrendered together with a

Ballot. 19. If you vote to accept the Plan, you shall be deemed to have consented to the release, injunction, and exculpation provisions set forth in Sections 10.6, 10.7, and 10.8 of the

Plan. If you (i) do not vote either to accept or reject the Plan or (ii) vote to reject the Plan

and do not check the box in Item 4, you shall be deemed to have consented to the release

provisions set forth in Section 10.7 of the Plan. 20. This Ballot does not constitute, and will not be deemed to be: (a) a Proof of Claim; or (b)

an assertion or admission of a Claim. 21. If you believe you have received the wrong Ballot, you should contact Omni immediately

at (866) 991-8218 (Domestic) or (818) 924-2298 (International) or by email to

chinosinquiries@omniagnt.com and include “Chinos Holdings – Ballot Inquiry” in the

subject line. PLEASE MAIL YOUR BALLOT PROMPTLY!

IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT, THE VOTING OR

THE OPT-OUT PROCEDURES, PLEASE CONTACT OMNI AT (866) 991-8218

(DOMESTIC) OR (818) 924-2298 (INTERNATIONAL)

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4

Exhibit D

Redline of Revised Cure Notice

085105.0000010 EMF_US 80854816v1

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:

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

:

:

Debtors.1 : (Jointly Administered)

------------------------------------------------------------ In re

:

:

------------------------------------------------------------

x

x

Chapter 11

NOTICE OF ASSUMPTION OR

ASSIGNMENT AND CURE COSTS RELATING TO

EXECUTORY CONTRACTS AND UNEXPIRED LEASES OF THE DEBTORS

PLEASE TAKE NOTICE THAT:

1. On June 1124, 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 Joint Prearranged Chapter 11 Plan of

Reorganization of Chinos Holdings, Inc. and Its Af iliated Debtors (with Technical Changes)

[Docket No. 468540] (as may be amended, modified, or supplemented, the “Plan”)

2 and the

Disclosure Statement for Joint Prearranged Chapter 11 Plan of Reorganization of Chinos

Holdings, Inc. and Its Af iliated Debtors (with Technical Changes) [Docket No. 469541] (as may

be amended, modified, or supplemented, the “Disclosure Statement”). Copies of the Plan and

the Disclosure Statement 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.

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

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

identification number, as applicable, are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand

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

Corp. (1616); J. Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The

Debtors’ corporate headquarters and service address is 225 Liberty St., New York, NY 10281. 2 Capitalized terms used but not defined herein have the meanings ascribed to those terms in the Plan.

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3. 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 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. 4. 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

5. 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”). 6. 5. 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 [TO COME]. 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. 7. 6. 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”

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

Unexpired 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 [•], 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. 8. 7. 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, and (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. 9. 8. 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. Dated: [ ], 2020

Richmond, Virginia

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HUNTON ANDREWS KURTH LLP

Tyler P. Brown (VSB No. 28072)

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

Nathan Kramer (VSB No. 87720)

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile: (804) 788-8218

-and- WEIL, GOTSHAL & MANGES LLP

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

Ryan Preston Dahl (admitted pro hac vice)

Candace M. Arthur (admitted pro hac vice)

Daniel Gwen (admitted pro hac vice)

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

Attorneys for Debtors and Debtors in Possession

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Agreement Name and

Description Proposed Cure Cost

Counterparty

Name

Debtor Name

$

Annex A

Cure Costs

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