4874-2032-9677

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

KIDKRAFT, INC., et al.,

Debtors.1

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Case No. 24-80045-mvl11

Chapter 11

(Jointly Administered)

(Emergency Hearing Requested) 

EMERGENCY JOINT MOTION 

OF THE DEBTORS AND PREPETITION AND 

DIP SECURED PARTIES FOR AN ORDER (I) APPROVING 

LIMITED MODIFICATIONS TO THE CONFIRMED PLAN

PURSUANT TO 11 U.S.C. § 1127(B); AND (II) GRANTING RELATED RELIEF

EMERGENCY RELIEF HAS BEEN REQUESTED. RELIEF IS REQUESTED 

NOT LATER THAN JULY 9, 2024.

IF YOU OBJECT TO THE RELIEF REQUESTED OR YOU BELIEVE THAT 

EMERGENCY CONSIDERATION IS NOT WARRANTED, YOU MUST APPEAR 

AT THE HEARING IF ONE IS SET, OR FILE A WRITTEN RESPONSE PRIOR 

TO THE DATE THAT RELIEF IS REQUESTED IN THE PRECEDING 

PARAGRAPH. OTHERWISE, THE COURT MAY TREAT THE PLEADING AS 

UNOPPOSED AND GRANT THE RELIEF REQUESTED.

A HEARING WILL BE CONDUCTED ON THIS MATTER ON JULY 9, 2024, AT 

2:30 P.M. (CENTRAL TIME) IN COURTROOM #2, FLOOR 14, UNITED STATES 

BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS, 1100 

COMMERCE STREET, DALLAS, TX 75242.

PARTICIPATION AT THE HEARING WILL ONLY BE PERMITTED BY AN 

AUDIO AND VIDEO CONNECTION.

AUDIO COMMUNICATION WILL BE BY USE OF THE COURT’S DIAL-IN 

FACILITY. YOU MAY ACCESS THE FACILITY AT 1-650-479-3207. VIDEO 

COMMUNICATION WILL BE BY USE OF THE CISCO WEBEX PLATFORM. 

CONNECT VIA THE CISCO WEBEX APPLICATION OR CLICK THE LINK ON 

JUDGE LARSON’S HOME PAGE. THE MEETING CODE IS 160 135 6015. 

1 The Debtors in these chapter 11 cases and the last four digits of their respective federal tax identification numbers 

or Canadian business numbers, as applicable, are: KidKraft, Inc. (3303), KidKraft Europe, LLC (3174), KidKraft 

Intermediate Holdings, LLC (8800), KidKraft International Holdings, Inc. (2933), KidKraft Partners, LLC 

(3268), KidKraft International IP Holdings, LLC (1841), Solowave Design Corp. (9294), Solowave Design 

Holdings Limited (0206), Solowave Design Inc. (3073), Solowave Design LP (7201), and Solowave International 

Inc. (4302). The location of the Debtors’ U.S. corporate headquarters and the Debtors’ service address is: 4630 

Olin Road, Dallas, TX 75244.

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CLICK THE SETTINGS ICON IN THE UPPER RIGHT CORNER AND ENTER 

YOUR NAME UNDER THE PERSONAL INFORMATION SETTING.

HEARING APPEARANCES MUST BE MADE ELECTRONICALLY IN 

ADVANCE OF ELECTRONIC HEARINGS. TO MAKE YOUR APPEARANCE, 

CLICK THE “ELECTRONIC APPEARANCE” LINK ON JUDGE LARSON’S 

HOME PAGE. SELECT THE CASE NAME, COMPLETE THE REQUIRED 

FIELDS AND CLICK “SUBMIT” TO COMPLETE YOUR APPEARANCE.

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

together with GB Funding, LLC and 1903 Partners, LLC (together the “Prepetition and DIP

Secured Parties” and together with the Debtors, the “Movants”), respectfully state as follows in 

support of this joint motion (the “Motion”):2

PRELIMINARY STATEMENT

1. On June 24, 2024, the Court entered the Confirmation Order and Sale Order, 

approving, among other things, the sale of substantially all of the Debtors’ assets to Backyard 

Products, LLC (the “Purchaser” and such sale, the “Backyard Sale”) and confirming the Debtors’ 

Plan, including the releases contemplated therein. See Docket Nos. 241-242. Since then, the 

Debtors, the Prepetition and DIP Secured Parties, and the Purchaser have been working 

expeditiously to close the Backyard Sale. The Movants are pleased to report the Backyard Sale 

closed July 5, 2024. 

2. As part of the preparation for closing, and after entry of the Confirmation Order 

and the Sale Order, the Prepetition and DIP Secured Parties formed a belief that certain financial 

reporting and payment issues occurred, including (i) inaccuracies in the Purchase Price 

Calculations delivered to the Prepetition and DIP Secured Parties pursuant to the DIP Documents,

and (ii) the Debtors’ payment of approximately $1,000,000 in prepetition claims outside of, at 

minimum, the Approved Budget (the “Vendor Payments”). Out of an abundance of caution, the 

2 Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Debtors’ 

Amended Joint Prepackaged Chapter 11 Plan [Docket No. 220]. 

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Prepetition and DIP Secured Parties seek to amend the releases they are providing under Article 

VIII.F of the Plan, as outlined below.

3. The Debtors support this limited modification to the Plan. As stated throughout 

these chapter 11 cases (the “Chapter 11 Cases”), the Debtors believe the Backyard Sale and the 

Plan are the best option to maximize value for the Debtors and their stakeholders. Moreover, the 

proposed amendments in the Modified Post-Confirmation Plan (as defined below) are solely 

related to preserving potential claims and causes of action the Prepetition and DIP Secured Parties 

may allege against (i) the Debtors; (ii) certain of their officers; and (iii) SierraConstellation 

Partners, LLC (“SCP”), the Debtors’ financial advisor. These proposed amendments do not in any 

way affect the scope of other releases or the recoveries of any creditors under the Global Settlement

among the Debtors, the Prepetition and DIP Secured Parties, the Purchaser, the Official Committee 

of Unsecured Creditors, and MidOcean. Given the limited nature of the proposed amendments 

and lack of prejudice to other parties, the Movants believe the Modified Post-Confirmation Plan

should be confirmed. Indeed, the Debtors stand ready to make distributions under the Plan, 

effectuate the Global Settlement, and go effective as soon as the requested modifications to the 

Plan are approved.

JURISDICTION AND VENUE

4. The United States Bankruptcy Court for the Northern District of Texas 

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This matter is a core 

proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). The Movants confirm their consent, pursuant 

to rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry 

of a final order by the Court in connection with this Motion to the extent that it is later determined 

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that the Court, absent consent of the parties, cannot enter final orders or judgments in connection 

herewith consistent with Article III of the United States Constitution.

5. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

6. The statutory bases for the relief requested herein are sections 105(a) and 1127(b)

of title 11 of the United States Code (the “Bankruptcy Code”). 

EMERGENCY CONSIDERATION

7. In accordance with the Bankruptcy Local Rules for the Northern District of Texas

and the General Order Regarding Procedures for Complex Chapter 11 Cases, the Movants

respectfully request emergency consideration of this Motion. The Movants submit that emergency 

relief in connection with this Motion is essential to the success of these Chapter 11 Cases. As 

discussed herein, any delay in granting the relief requested could hinder the ultimate success of 

the Debtors’ Chapter 11 Cases and implementation of the Global Settlement. The Movants

therefore submit that emergency consideration is necessary and respectfully request that this 

Motion be heard at the at the Court’s earliest convenience.

RELIEF REQUESTED

8. By this Motion, the Movants seek entry of an order (the “Order”), substantially in 

the form attached hereto as Exhibit A, (a) confirming the modified Plan (the “Modified 

Post-Confirmation Plan”) attached to the Order as Exhibit 1, and (b) granting related relief. A 

redline of the differences between the Plan, as confirmed, and the Modified Post-Confirmation 

Plan is attached to the Order as Exhibit 2. 

BACKGROUND REGARDING VENDOR PAYMENTS

9. After the Confirmation Hearing and prior to closing the Backyard Sale, consistent 

with that certain Asset Purchase Agreement, dated as of April 25, 2024, by and among certain of 

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the Debtors and the Purchaser (the “Purchase Agreement”), the Debtors prepared an Estimated 

Closing Statement, that among other things required a review of reimbursable expenses under the 

Purchase Agreement and related payments made during the Chapter 11 Cases. In preparing the 

Estimated Closing Statement, the Debtors reported to the Prepetition and DIP Secured Parties that 

approximately $1,000,000 of payments made to vendors on a postpetition basis, which were 

intended for the production of postpetition goods, were in fact paid for goods delivered 

prepetition. The Debtors further reported that this error was inadvertent and resulted from the use 

of individual components from multiple vendors to produce finished goods in the ordinary course 

of operations. 

10. Out of an abundance of caution, the Movants are disclosing the Vendor Payments 

to the Court. To the extent any of the Vendor Payments may be voidable under section 549 of the 

Bankruptcy Code, such potential causes of action are within the scope of “Transferred Assets” and 

were sold to the Purchaser under section 2.1(k) of the Purchase Agreement. This provision of the 

Purchase Agreement was negotiated prior to the Petition Date in order to allow the Purchaser to 

maintain commercial relationships with its go-forward vendors. Accordingly, the Vendor 

Payments do not prejudice any of the Debtors’ stakeholders – other than, potentially, the 

Prepetition and DIP Secured Parties, who have requested the modifications to the Plan, in part, to 

address these payments.

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DESCRIPTION OF THE MODIFICATIONS3

11. The Movants seek to amend the Plan for the limited purpose of carving out certain 

Claims and Causes of Action against the Debtors, certain of the Debtors’ officers, and SCP from 

the releases given by the Prepetition and DIP Secured Parties. 4

12. Specifically, under the Modified Post-Confirmation Plan, the Prepetition and DIP 

Secured Parties (each in their capacity as such) will not release the Debtors, the Debtors’ officers 

as of the Petition Date (except for any officers the Purchaser hires for as long as the Purchaser 

employs them) (the “Debtors’ Officers”), and SCP. Such carve-out applies solely with respect to 

any and all potential Claims and Causes of Action arising from (i) the Debtors’ reporting

obligations under the DIP Approval Order or the DIP Facility Documents, and (ii) any payment in 

violation of the Prepetition Credit Agreement Documents, the Restructuring Support Agreement, 

and/or the DIP Documents. 

13. Further, any recovery by the Prepetition and DIP Secured Parties against the 

Debtors and the Debtors’ Officers shall be limited to the amount recoverable from the Debtors’ 

insurance policies, including the D&O Liability Insurance; provided, thatsuch insurance limitation 

shall not apply to Claims and Causes of Action that may arise from gross negligence, fraud, or 

willful misconduct. 

14. There are no other modifications in the Modified Post-Confirmation Plan.

3 The descriptions provided herein are for summary purposes only. To the extent of any ambiguity between the 

terms of the Motion and the Modified Post-Confirmation Plan, the terms of the Modified Post-Confirmation Plan 

shall control. 

4 Consistent with the relief requested herein, the Movants have agreed to modify the treatment of DIP Claims in 

Article II.C of the Plan to allow the Prepetition Secured Parties and DIP Secured Parties to allocate recovery 

received on the DIP Claims against Prepetition Secured Party Claims and vice versa, which the Prepetition and 

DIP Secured Parties believe may be necessary to support their pursuit of potential Claims or Causes of 

Action. This modification to the treatment of potential DIP Claims will not affect the Global Settlement or the 

rights of other parties.

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BASIS FOR RELIEF

15. Section 1127(b) of the Bankruptcy Code provides that “[t]he proponent of a plan 

or the reorganized debtor may modify such plan at any time after confirmation of such plan and 

before substantial consummation of such plan. . . .” See 11 U.S.C. § 1127(b). Accordingly, postsubstantial consummation “modifications” of a plan are not allowed. See Airadigm Communs., 

Inc. v FCC (In re Airadigm Communs., Inc.), 547 F.3d 763, 769 (7th Cir. 2008) (“a plan cannot be 

modified for any reason after substantial consummation”). 

16. The Plan has not yet been substantially consummated, and thus may still be 

modified. Pursuant to Bankruptcy Code § 1101(2), “substantial consummation” means:

(A) transfer of all or substantially all of the property proposed by the plan to be transferred;

(B) assumption by the debtor or by the successor to the debtor under the plan of the business 

or of the management of all or substantially all of the property dealt with by the plan; and 

(C) commencement of distribution under the plan. 

11 U.S.C. § 1101(2). As is clear from the statute, substantial consummation requires that all three 

of the above requirements be met.

17. Here, while the Backyard Sale has closed, the Debtors have not begun distributing

proceeds from the Backyard Sale under the Plan. Thus, the Plan has not been substantially 

consummated and the Court may approve the Modified Post-Confirmation Plan. 

18. Bankruptcy Code § 1127(c) states that the proponent of a modification shall comply 

with the disclosure requirements of Bankruptcy Code § 1125 with respect to a modification. 

Bankruptcy Code § 1127(d) states that any holder of a claim that has accepted or rejected a plan 

is deemed to accept or reject the plan as modified unless the holder changes its vote prior to a time 

fixed by the Court.

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19. The modification contained in the Modified Post-Confirmation Plan does not affect

any voting creditor other than the Prepetition Secured Parties. The Prepetition Secured Parties

voted to confirm the Plan and, by supporting this Motion, affirm their vote in favor of confirmation 

of the Modified Post-Confirmation Plan. Moreover, the modifications contained in the Modified 

Post-Confirmation Plan do not change the Global Settlement and Holders of Allowed General 

Unsecured Claims are still entitled to receive the negotiated benefits of the Global Settlement. All 

changes to the Plan are clearly set forth in the redline attached to the Order as Exhibit 2. For those 

reasons, the Movants assert that no further disclosure is necessary. 

CONCLUSION

20. The Modified Post-Confirmation Plan continues to meet the requirements of 

sections 1122 and 1123 of the Bankruptcy Code. As explained above, the Plan has not been 

substantially consummated because distributions have not yet begun, thus the Court may approve 

the Modified Post-Confirmation Plan. No creditor other than the Prepetition and DIP Secured 

Parties, who voted to accept the Plan, will be affected by the changes contained in the Modified 

Post-Confirmation Plan. No further disclosure is required to meet the requirements of Bankruptcy 

Code § 1127(c). Finally, because no creditor other than the Prepetition Secured Parties are affected 

by the modification contained in the Modified Post-Confirmation Plan, the Court need not grant 

creditors time to change their votes. Based on the forgoing, the Court should approve the Modified 

Post-Confirmation Plan. 

[Remainder of page intentionally left blank.]

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WHEREFORE, the Movants request that the Court, on an expedited basis, enter the Order 

substantially in the form attached hereto as Exhibit A, (a) confirming the Modified 

Post-Confirmation Plan attached to the Order as Exhibit 1, and (b) granting related relief.

/s/ Lauren R. Kanzer

VINSON & ELKINS LLP

William L. Wallander (Texas Bar No. 20780750)

Matthew D. Struble (Texas Bar No. 24102544)

Kiran Vakamudi (Texas Bar No. 24106540)

2001 Ross Avenue, Suite 3900

Dallas, TX 75201

Tel: 214.220.7700

Email: bwallander@velaw.com

mstruble@velaw.com

kvakamudi@velaw.com

- and -

David S. Meyer (admitted pro hac vice)

Lauren R. Kanzer (admitted pro hac vice)

1114 Avenue of the Americas, 32nd Floor

New York, NY 10036

Tel: 212.237.0000

Fax: 212.237.0100

Email: dmeyer@velaw.com

lkanzer@velaw.com

ATTORNEYS FOR THE DEBTORS AND 

DEBTORS IN POSSESSION

/s/ Cindi M. Giglio

KATTEN MUCHIN ROSENMAN LLP

Michaela C. Crocker (Texas Bar No. 24031985)

2121 N. Pearl St., Suite 1100

Dallas, TX 75201

Tel: 214.765.3600

Fax: 214.765.3602

Email: michaela.crocker@katten.com 

- and -

Cindi M. Giglio (admitted pro hac vice)

Lucy F. Kweskin (admitted pro hac vice)

50 Rockefeller Center

New York, NY 10020

Tel: 212.940.8800

Email: cgiglio@katten.com

 lucy.kweskin@katten.com 

- and -

Daniel D. Barnowski (admitted pro hac vice)

1919 Pennsylvania Ave NW, Suite 800

Washington, DC 20006

Tel: 202.625.3661

Email: dan.barnowski@katten.com

ATTORNEYS FOR GB FUNDING, LLC 

AND 1903 PARTNERS, LLC

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CERTIFICATE OF SERVICE

I certify that on July 6, 2024, I caused a copy of the foregoing document to be served by 

the Electronic Case Filing System for the United States Bankruptcy Court for the Northern District 

of Texas.

/s/ Matthew D. Struble 

One of Counsel

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4874-2032-9677

EXHIBIT A

Proposed Order

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4874-2032-9677

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

KIDKRAFT, INC., et al.,

Debtors.1

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Case No. 24-80045-mvl11

Chapter 11

(Jointly Administered)

Re: Docket. No. ____

FINDINGS OF FACT, 

CONCLUSIONS OF LAW AND ORDER 

GRANTING EMERGENCY JOINT MOTION OF THE DEBTORS 

AND PREPETITION AND DIP SECURED PARTIES FOR AN ORDER

(I) APPROVING LIMITED MODIFICATIONS TO THE CONFIRMED PLAN 

PURSUANT TO 11 U.S.C. § 1127(B); AND (II) GRANTING RELATED RELIEF

Upon the joint Motion2filed by the above-referenced debtors and debtors in possession 

(collectively, the “Debtors”) and GB Funding, LLC and 1903 Partners, LLC (together the 

1 The Debtors in these chapter 11 cases and the last four digits of their respective federal tax identification numbers 

or Canadian business numbers, as applicable, are: KidKraft, Inc. (3303), KidKraft Europe, LLC (3174), KidKraft 

Intermediate Holdings, LLC (8800), KidKraft International Holdings, Inc. (2933), KidKraft Partners, LLC 

(3268), KidKraft International IP Holdings, LLC (1841), Solowave Design Corp. (9294), Solowave Design 

Holdings Limited (0206), Solowave Design Inc. (3073), Solowave Design LP (7201), and Solowave International 

Inc. (4302). The location of the Debtors’ U.S. corporate headquarters and the Debtors’ service address is: 4630 

Olin Road, Dallas, TX 75244.

2 Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Motion.

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“Prepetition and DIP Secured Parties”), and for entry of an order: (a) confirming the modified Plan 

(the “Modified Post-Confirmation Plan”) attached hereto as Exhibit 1, and (b) granting related 

relief, all as more fully set forth in the Motion; and the Court having jurisdiction over the matters 

raised in the Motion pursuant to 28 U.S.C. § 1334; and the Court having found that this is a core 

proceeding pursuant to 28 U.S.C. § 157(b)(2) and that the Court may enter a final order consistent 

with Article III of the United States Constitution; and the Court having found that venue of this 

proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and 

the Court having found that the relief requested in the Motion is in the best interests of the Debtors 

and their respective estates, creditors, and other parties in interest; and the Court having found that 

under the circumstances proper and adequate notice of the Motion and hearing thereon has been 

given and that no other or further notice is necessary; and the Court having found that good and 

sufficient cause exists for the granting of the relief requested in the Motion after having given due 

deliberation upon the Motion and all of the proceedings had before the Court in connection with 

the Motion, the Court hereby makes the following findings of fact and conclusions of law:

FINDINGS OF FACT AND CONCLUSIONS OF LAW

1. The Modified Post-Confirmation Plan does not include any modification that 

materially affects or alters either the classification or treatment of any creditor that voted to accept 

the Plan [Docket No. 220].

2. At the time of the hearing on the Motion, the Plan had not been substantially

consummated and the Court may approve the Modified Post-Confirmation Plan under 11 U.S.C. 

§ 1127(b).

3. Due, timely, proper, and adequate notice of the Motion and the Modified PostConfirmation Plan was provided.

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4. The Modified Post-Confirmation Plan does not violate sections 1122 or 1123 of the 

Bankruptcy Code.

5. The Modified Post-Confirmation Plan meets all of the requirements of section 1129 

of the Bankruptcy Code.

6. All creditors who voted to accept the Plan (and prior versions of the plan) are 

deemed to have accepted the Modified Post-Confirmation Plan.

ORDER

It is therefore ordered that: 

7. The Modified Post-Confirmation Plan is now the confirmed plan in these chapter 

11 cases under 11 U.S.C. § 1127(b). 

8. Except as expressly stated otherwise in this Order, all findings of fact and 

conclusions of law in the Findings of Fact, Conclusions of Law, and Order (I) Approving the 

Disclosure Statement; and (II) Confirming the Debtors’ Amended Joint Prepackaged Chapter 11 

Plan [Docket No. 241] shall be deemed applicable to the Modified Post-Confirmation Plan.

9. The requirements of Bankruptcy Rule 6004(a) are waived. 

10. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order 

shall be immediately effective and enforceable upon entry of this Order. 

11. The Court retains jurisdiction to hear and determine all matters arising from or 

related to the implementation, interpretation, or enforcement of this Order. 

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Order submitted by: 

VINSON & ELKINS LLP

William L. Wallander (Texas Bar No. 20780750)

Matthew D. Struble (Texas Bar No. 24102544)

Kiran Vakamudi (Texas Bar No. 24106540)

2001 Ross Avenue, Suite 3900

Dallas, TX 75201

Tel: 214.220.7700

Email: bwallander@velaw.com

mstruble@velaw.com

kvakamudi@velaw.com

- and -

David S. Meyer (admitted pro hac vice)

Lauren R. Kanzer (admitted pro hac vice)

1114 Avenue of the Americas, 32nd Floor

New York, NY 10036

Tel: 212.237.0000

Fax: 212.237.0100

Email: dmeyer@velaw.com

lkanzer@velaw.com

ATTORNEYS FOR THE DEBTORS AND 

DEBTORS IN POSSESSION

KATTEN MUCHIN ROSENMAN LLP

Michaela C. Crocker (Texas Bar No. 24031985)

2121 N. Pearl St., Suite 1100

Dallas, TX 75201

Tel: 214.765.3600

Fax: 214.765.3602

Email: michaela.crocker@katten.com 

- and -

Cindi M. Giglio (admitted pro hac vice)

Lucy F. Kweskin (admitted pro hac vice)

50 Rockefeller Center

New York, NY 10020

Tel: 212.940.8800

Email: cgiglio@katten.com

 lucy.kweskin@katten.com 

- and -

Daniel D. Barnowski (admitted pro hac vice)

1919 Pennsylvania Ave NW, Suite 800

Washington, DC 20006

Tel: 202.625.3661

Email: dan.barnowski@katten.com

ATTORNEYS FOR GB FUNDING, LLC 

AND 1903 PARTNERS, LLC

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4874-2032-9677

Exhibit 1

Modified Post-Confirmation Plan 

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4858-5755-5917

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

KIDKRAFT, INC., et al.,

Debtors.1

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Case No. 24-80045-mvl11

(Chapter 11)

(Jointly Administered)

DEBTORS’ SECOND AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN 

William L. Wallander (Texas Bar No. 20780750)

Matthew D. Struble (Texas Bar No. 24102544)

Kiran Vakamudi (Texas Bar No. 24106540)

2001 Ross Avenue, Suite 3900

Dallas, TX 75201

VINSON & ELKINS LLP

ATTORNEYS FOR THE DEBTORS AND 

DEBTORS IN POSSESSION 

Dated: July 6, 2024

David S. Meyer (admitted pro hac vice)

Lauren R. Kanzer (admitted pro hac vice)

1114 Avenue of the Americas, 32nd Floor

New York, NY 10036

1 The Debtors in these chapter 11 cases and the last four digits of their respective federal tax identification numbers 

or Canadian business numbers, as applicable, are: KidKraft, Inc. (3303), KidKraft Europe, LLC (3174), KidKraft 

Intermediate Holdings, LLC (8800), KidKraft International Holdings, Inc. (2933), KidKraft Partners, LLC 

(3268), KidKraft International IP Holdings, LLC (1841), Solowave Design Corp. (9294), Solowave Design 

Holdings Limited (0206), Solowave Design Inc. (3073), Solowave Design LP (7201), and Solowave International 

Inc (4302). The location of the Debtors’ U.S. corporate headquarters and the Debtors’ service address is: 4630 

Olin Road, Dallas, TX 75244.

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TABLE OF CONTENTS

ARTICLE I.

DEFINED TERMS, RULES OF INTERPRETATION, 

COMPUTATION OF TIME, AND GOVERNING LAW

A. Defined Terms..................................................................................................................... 1

B. Rules of Interpretation ...................................................................................................... 19

C. Computation of Time......................................................................................................... 20

D. Governing Law.................................................................................................................. 20

E. Reference to Monetary Figures ........................................................................................ 20

F. Reference to the Debtors or the Wind Down Estate ......................................................... 20

G. Controlling Document ...................................................................................................... 20

ARTICLE II.

ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY CLAIMS

A. Administrative Expense Claims........................................................................................ 21

B. Professional Compensation .............................................................................................. 22

C. DIP Claims........................................................................................................................ 23

D. Adequate Protection Claims............................................................................................. 23

E. Priority Tax Claims........................................................................................................... 23

F. Statutory Fees ................................................................................................................... 24

G. Restructuring Expenses..................................................................................................... 24

ARTICLE III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A. Classification of Claims.................................................................................................... 24

B. Treatment of Claims and Interests.................................................................................... 25

C. Special Provision Governing Unimpaired or Reinstated Claims..................................... 28

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

Code .................................................................................................................................. 28

E. Elimination of Vacant Classes.......................................................................................... 28

F. Voting Classes; Presumed Acceptance by Non-Voting Classes ....................................... 28

G. Controversy Concerning Impairment ............................................................................... 28

H. Subordinated Claims......................................................................................................... 28

ARTICLE IV.

MEANS FOR IMPLEMENTATION OF THE PLAN

A. Means for Implementation ................................................................................................ 29

B. Restructuring Support Agreement..................................................................................... 38

C. Global Settlement.............................................................................................................. 39

ARTICLE V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases...................... 43

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases....................... 44

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C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.................... 44

D. Modifications, Amendments, Supplements, Restatements, or Other Agreements............. 46

E. Reservation of Rights........................................................................................................ 46

F. Nonoccurrence of Effective Date ...................................................................................... 47

G. Indemnification Obligations............................................................................................. 47

ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Timing and Calculation of Amounts to Be Distributed..................................................... 47

B. Disbursing Agent. ............................................................................................................. 48

C. Delivery of Distributions and Undeliverable or Unclaimed Property ............................. 48

D. Compliance with Tax Requirements ................................................................................. 50

E. Foreign Currency Exchange Rate .................................................................................... 50

F. Surrender of Cancelled Instruments or Securities............................................................ 50

G. Allocations........................................................................................................................ 51

H. No Postpetition Interest on Claims................................................................................... 51

I. Setoffs and Recoupment .................................................................................................... 51

J. Claims Paid or Payable by Third Parties......................................................................... 51

ARTICLE VII.

PROCEDURES FOR RESOLVING CONTINGENT,

UNLIQUIDATED, AND DISPUTED CLAIMS

A. Allowance of Claims......................................................................................................... 52

B. Claims and Interests Administration Responsibilities...................................................... 52

C. Adjustment to Claims or Interests Without Objection ...................................................... 53

D. Time to File Objections to Claims.................................................................................... 53

E. Disallowance of Claims.................................................................................................... 53

F. Amendments to Claims...................................................................................................... 54

G. No Distributions Pending Allowance................................................................................ 54

H. Single Satisfaction of Claims............................................................................................ 54

ARTICLE VIII.

SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS

A. Compromise and Settlement of Claims, Interests, and Controversies.............................. 54

B. Discharge of Claims and Termination of Interests........................................................... 55

C. Term of Injunctions or Stays............................................................................................. 55

D. Release of Liens ................................................................................................................ 56

E. Releases by the Debtors.................................................................................................... 56

F. Releases by Releasing Parties .......................................................................................... 57

G. Exculpation ....................................................................................................................... 59

H. Injunction .......................................................................................................................... 60

I. Protection Against Discriminatory Treatment.................................................................. 61

J. Recoupment....................................................................................................................... 61

K. Subordination Rights ........................................................................................................ 61

L. Reimbursement or Contribution ....................................................................................... 61

M. Document Retention.......................................................................................................... 61

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ARTICLE IX.

CONDITIONS PRECEDENT TO CONFIRMATION

AND CONSUMMATION OF THE PLAN

A. Conditions Precedent to Confirmation ............................................................................. 62

B. Conditions Precedent to the Effective Date ...................................................................... 62

C. Waiver of Conditions........................................................................................................ 64

ARTICLE X.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A. Modification and Amendments ......................................................................................... 64

B. Effect of Confirmation on Modifications.......................................................................... 64

C. Revocation or Withdrawal of the Plan.............................................................................. 64

ARTICLE XI.

RETENTION OF JURISDICTION

ARTICLE XII.

MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect.................................................................................................. 67

B. Additional Documents....................................................................................................... 67

C. Reservation of Rights........................................................................................................ 68

D. Successors and Assigns..................................................................................................... 68

E. Service of Documents........................................................................................................ 68

F. Term of Injunctions or Stays............................................................................................. 70

G. Entire Agreement .............................................................................................................. 70

H. Exhibits ............................................................................................................................. 70

I. Nonseverability of Plan Provisions .................................................................................. 70

J. Votes Solicited in Good Faith........................................................................................... 71

K. Request for Expedited Determination of Taxes ................................................................ 71

L. Closing of Chapter 11 Cases............................................................................................ 71

M. No Stay of Confirmation Order......................................................................................... 71

N. Waiver or Estoppel ........................................................................................................... 71

O. Dissolution of Statutory Committees ................................................................................ 72

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INTRODUCTION

KidKraft and its affiliated debtors, as Debtors and debtors in possession in the abovecaptioned chapter 11 cases, jointly propose this prepackaged chapter 11 plan for the resolution of 

outstanding Claims against, and Interests in, the Debtors. Although proposed jointly for 

administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of 

outstanding Claims against, and Interests in, such Debtor. Capitalized terms used but not otherwise 

defined herein shall have the meanings ascribed to such terms in Article I.A of the Plan or the 

Bankruptcy Code or Bankruptcy Rules. Holders of Claims and Interests should refer to the 

Disclosure Statement for a discussion of the Debtors’ history, businesses, Assets, results of 

operations, and historical financial information, as well as a summary and description of the Plan. 

The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy 

Code.

ALL HOLDERS OF CLAIMS WHO ARE ELIGIBLE TO VOTE ARE ENCOURAGED 

TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY 

BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

ARTICLE I.

DEFINED TERMS, RULES OF INTERPRETATION, 

COMPUTATION OF TIME, AND GOVERNING LAW

A. Defined Terms

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

1. “363 Sale” means the sale of the Transferred Assets pursuant to section 363 of the 

Bankruptcy Code in accordance with the terms of the Purchase Agreement and Sale Approval

Order. 

2. “503(b)(9) Claim” means a Claim pursuant to section 503(b)(9) of the Bankruptcy 

Code for the value of goods received by the Debtors in the 20 days immediately prior to the Petition 

Date and sold to the Debtors in the ordinary course of the Debtors’ business. 

3. “Adequate Protection Claim” means any Claim for adequate protection within the 

meaning of section 361 of the Bankruptcy Code arising under applicable law or pursuant to Final 

Order of the Bankruptcy Court.

4. “Administrative Expense Claim” means any Claim (other than any Adequate 

Protection Claims or DIP Claims) for costs and expenses of administration of the Debtors’ Estates 

pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including:

(i) the actual and necessary costs and expenses incurred after the Petition Date and through the 

Effective Date of preserving the Debtors’ Estates and operating the Debtors’ businesses, (ii) any 

Allowed requests for compensation or expense reimbursement for making a substantial 

contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of the Bankruptcy 

Code, and (iii) any Unpaid Employee Severance Obligations.

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5. “Administrative Expense Claim, Priority Tax Claim, and Other Priority Claim

Backstop Amount” means the amount set forth in the Approved Budget (or as otherwise agreed 

upon by the Debtors, the DIP Secured Parties, and the Purchaser), and funded by cash on hand of 

the Debtors and the proceeds of the DIP Facility prior to the Confirmation Date, sufficient to satisfy 

the agreed upon estimated amount of the Allowed Administrative Expense Claims, Allowed 

Priority Tax Claims, and Allowed Other Priority Claims; provided that in no event will the DIP 

Secured Parties’ obligations to provide such funding exceed the Administrative Expense Claim, 

Priority Tax Claim, and Other Priority Claim Backstop Amount.

6. “Administrative Expense Claims Bar Date” means the deadline for Filing requests 

for payment of Administrative Expense Claims (other than 503(b)(9) Claims), which: (a) with 

respect to Administrative Expense Claims other than Professional Fee Claims, shall be 30 days 

after the Effective Date; and (b) with respect to Professional Fee Claims of Professionals, shall be 

45 days after the Effective Date.

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

Code when used in reference to a Debtor, and when used in reference to an Entity other than a 

Debtor, means any other Entity that controls, is controlled by, or is under common control with

such Entity, other than a Debtor.

8. “Allowed” means with reference to any Claim or Interest, (i) any Claim or Interest 

arising on or before the Effective Date (a) as to which no objection to allowance has been 

interposed within the time period set forth in the Plan and such Claim or Interest is not Disputed 

or (b) as to which any objection has been determined by a Final Order of the Bankruptcy Court to 

the extent such objection is determined in favor of the respective Holder, (ii) any Claim or Interest 

as to which the liability of the Debtors and the amount thereof are determined by a Final Order of 

a court of competent jurisdiction other than the Bankruptcy Court, or (iii) any Claim or Interest 

expressly allowed under the Plan; provided, however, that notwithstanding the foregoing, the Wind 

Down Estate (to the extent applicable) will retain all claims and defenses with respect to Allowed 

Claims that are Reinstated or otherwise Unimpaired pursuant to the Plan. 

9. “Approved Budget” means the weekly budget, as defined in paragraph G(iv) of the 

DIP Approval Order.

10. “Assets” means all of the Debtors’ property, rights, and interests that are property 

of the Estates pursuant to section 541 of the Bankruptcy Code.

11. “Assigned Avoidance Actions” means all Avoidance Actions other than those 

against (i) any parties identified on Schedule 1 to the Global Settlement Term Sheet, unless any 

such party makes a GUC Settlement Opt-In Election, (ii) any other “Designated Parties” (as that 

term is defined in the Purchase Agreement) under Section 2.1(k)(ii) through (iv) of the Purchase 

Agreement, and (iii) any Released Parties.

12. “Assumed Liabilities” shall have the meaning set forth in Section 2.3 of the 

Purchase Agreement.

13. “Avoidance Actions” means any and all actual or potential Claims and Causes of 

Action to avoid a transfer of property or an obligation incurred by the Debtors arising under 

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chapter 5 of the Bankruptcy Code, including sections 502, 510, 544, 545, 547 through 553, and 

724(a) of the Bankruptcy Code or under similar or related state or federal statutes and common 

law, including fraudulent transfer and preference laws.

14. “Ballots” means the ballots distributed to certain Holders of Impaired Claims 

entitled to vote on the Plan upon which such Holders shall, among other things, indicate their 

acceptance or rejection of the Plan in accordance with the Plan and the procedures governing the 

solicitation process.

15. “Bankruptcy Code” means title 11 of the United States Code, as amended and in 

effect during the pendency of the Chapter 11 Cases.

16. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure 

promulgated under section 2075 of the Judicial Code and the general, local, and chambers rules of 

the Bankruptcy Court, in each case, as amended from time to time.

17. “Bankruptcy Court” means the United States Bankruptcy Court for the Northern 

District of Texas, Dallas Division.

18. “Bar Date Order” means the order entered by the Bankruptcy Court setting the 

Claims Bar Date and the Governmental Bar Date.

19. “Bidder Protections” means, collectively, the Break-Up Fee and Expense 

Reimbursement.

20. “Break-Up Fee” shall have the meaning set forth in Section 9.3(a) of the Purchase 

Agreement, as may be modified by a subsequent order of the Bankruptcy Court.

21. “Business Day” means any day other than a Saturday, Sunday, or “legal holiday” 

(as defined in Bankruptcy Rule 9006(a)).

22. “Canadian Debtors” means, collectively, the following Debtors: Solowave Design 

Holdings Limited, Solowave Design LP, Solowave Design Inc., and Solowave International Inc. 

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the 

Canadian Debtors shall mean the Wind Down Estate to the extent context requires.

23. “Canadian Property” means the assets, undertakings and property of the Canadian 

Debtors and any other assets, undertakings and property of the Debtors that may be located in 

Canada.

24. “Canadian Transferred Assets” means the Transferred Assets of the Canadian 

Debtors and any other Transferred Assets of the Debtors that may be located in Canada.

25. “Cash” means cash in legal tender of the United States of America and cash 

equivalents, including bank deposits, checks, and other similar items.

26. “Cause of Action” means any action, claim, cause of action, controversy, thirdparty claim, dispute, demand, right, action, Lien, indemnity, contribution, guaranty, suit, 

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obligation, liability, loss, debt, fee or expense, damage, interest, judgment, account, defense, 

remedy, power, privilege, license, and franchise of any kind or character whatsoever, whether 

known, unknown, foreseen or unforeseen, existing or hereafter arising, contingent or noncontingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, Disputed 

or undisputed, Secured or Unsecured, assertable directly or derivatively, whether arising before, 

on, or after the Petition Date, in contract, in tort, in law, or in equity or pursuant to any other theory 

of law. For the avoidance of doubt, a “Cause of Action” includes: (a) any right of setoff, 

counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed 

by law or in equity; (b) the right to object to Claims or Interests; (c) any Claim pursuant to 

section 362 or chapter 5 of the Bankruptcy Code (including Avoidance Actions); (d) any claim or 

defense including fraud, mistake, duress, and usury, and any other defenses set forth in section 558 

of the Bankruptcy Code; and (e) any state or foreign law fraudulent transfer or similar claim.

27. “CCAA Court” means the Ontario Superior Court of Justice (Commercial List).

28. “CCAA Recognition Proceedings” means the recognition proceedings commenced

pursuant to Part IV of the Companies’ Creditors Arrangement Act (Canada) in respect of the 

Chapter 11 Cases of KidKraft and the Canadian Debtors.

29. “Chapter 11 Cases” means each individual case or the jointly administered cases 

pending under chapter 11 of the Bankruptcy Code for each individual Debtor or the Debtors, as 

applicable, in the Bankruptcy Court.

30. “Claim” shall have the meaning set forth in section 101(5) of the Bankruptcy Code, 

against any Debtor.

31. “Claims Bar Date” means such time and date established pursuant to the Bar Date 

Order by which Proofs of Claim (other than for Administrative Expense Claims and Claims held 

by Governmental Units), including 503(b)(9) Claims, must be Filed.

32. “Claims Objection Deadline” means the deadline for objecting to a Claim against 

a Debtor, which shall be on the date that is the later of (a) 120 days after the Effective Date, subject 

to extension by order of the Bankruptcy Court, (b) 90 days after the Filing of a Proof of Claim, or 

(c) such other period of limitation as may be fixed by the Plan, the Confirmation Order, the 

Bankruptcy Rules, or a Final Order for objecting to a Claim.

33. “Claims Register” means the official register of Claims against and Interests in the 

Debtors maintained by the Noticing and Claims Agent.

34. “Class” means a category of Claims against or Interests in the Debtors as set forth 

in Article III of the Plan pursuant to section 1122(a) of the Bankruptcy Code.

35. “Committee” means the official committee of unsecured creditors of the Debtors 

appointed by the U.S. Trustee in the Chapter 11 Cases on May 23, 2024, pursuant to section 1102 

of the Bankruptcy Code. 

36. “Confirmation” means the entry of the Confirmation Order on the docket of the 

Chapter 11 Cases.

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37. “Confirmation Date” means the date upon which the Bankruptcy Court enters the 

Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy 

Rules 5003 and 9021.

38. “Confirmation Hearing” means the hearing held by the Bankruptcy Court to 

consider Confirmation of the Plan pursuant to section 1128(a) of the Bankruptcy Code, as such 

hearing may be adjourned or continued from time to time.

39. “Confirmation Order” means the Order of the Bankruptcy Court confirming the 

Plan pursuant to section 1129 of the Bankruptcy Code, which Order may include the Sale Approval

Order.

40. “Confirmation Recognition Order” means an Order of the CCAA Court in the 

CCAA Recognition Proceedings recognizing and giving effect in Canada to the Confirmation 

Order.

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

42. “Cure Claim” means a monetary Claim based upon a Debtor’s defaults under an 

Executory Contract or Unexpired Lease at the time such contract or lease is assumed, or assumed

and assigned by such Debtor pursuant to section 365 of the Bankruptcy Code.

43. “Cure Notice” means a notice of a proposed amount to be paid on account of a 

Cure Claim in connection with an Executory Contract or Unexpired Lease to be assumed under 

the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include (a) procedures 

for objecting to proposed assumptions of Executory Contracts and Unexpired Leases, (b) Cure 

Claims to be paid in connection therewith and (c) procedures for resolution by the Bankruptcy 

Court of any related disputes.

44. “D&O Liability Insurance Policies” means all unexpired directors’, managers’, 

and officers’ liability insurance policies (including any “tail policy”) maintained by any of the 

Debtors with respect to directors, managers, officers, and employees of the Debtors.

45. “Debtors” means, collectively, the following: KidKraft, Inc.; KidKraft Europe, 

LLC; KidKraft Intermediate Holdings, LLC; KidKraft International Holdings, Inc.; KidKraft 

International IP Holdings, LLC; KidKraft Partners, LLC; Solowave Design Corp.; Solowave 

Design Holdings Limited; Solowave Design Inc.; Solowave Design LP; and Solowave 

International Inc. Except as otherwise specifically provided in the Plan to the contrary, references 

in the Plan to the Debtors shall mean the Wind Down Estate to the extent context requires.

46. “Debtors’ Officers” means the Debtors’ officers as of the Petition Date; provided, 

that any such officer shall be deemed not to be a Debtors’ Officer for so long as such officer is 

employed by the Purchaser.

47. “Definitive Documentation” means, without limitation, the following definitive 

documents and agreements: (a) this Plan and all exhibits hereto, including the Plan Supplement 

documents; (b) the Confirmation Order and Confirmation Recognition Order; (c) the Disclosure 

Statement; (d) the solicitation materials with respect to the Plan; (e) the Purchase Agreement, 

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including the exhibits and schedules thereto; (f) the Sale Order, if not incorporated as part of the 

Confirmation Order and Confirmation Recognition Order, as applicable; (g) any documentation or 

budget related to the Post-Sale Reserve and Foreign Sale Reserve; (h) the DIP Order; (i) all “first 

day” motions, applications, and other documents that any Debtor intends to file with the 

Bankruptcy Court and seeks to have heard on an expedited basis at the “first-day hearing” in the 

Chapter 11 Cases and any proposed orders related thereto; (j) all motions, applications, and other 

documents that any Debtor (including a foreign representative appointed by the Bankruptcy Court 

for any Debtor) or any Canadian Affiliates of Debtors intend to file with the CCAA Court in the 

CCAA Recognition Proceedings, and any proposed orders related thereto; (k) any provision in any 

documentation regarding (i) releases of Claims, causes of action, and avoidance actions or (ii) 

Assumed Liabilities or Transferred Contracts under the Purchase Agreement; (l) such other 

agreements, instruments, and documentation as may be necessary or reasonably desirable to 

consummate and document the Restructuring and Sale Transaction (including, without limitation, 

in connection with the CCAA Recognition Proceedings); and (m) to the extent not included, any 

motions and related proposed orders seeking approval of each of the above. For the avoidance of 

doubt, the Definitive Documentation shall be in form and substance acceptable to the Debtors, the 

Prepetition Secured Parties, the Purchaser, and with respect to MidOcean, solely with respect to 

any provision therein having a material effect on MidOcean or releasing Claims or causes of action 

by or against MidOcean or its affiliates thereunder.

48. “De Minimis Assets” means assets with a total transaction value, as calculated 

within the Debtors’ or Wind Down Administrator’s reasonable discretion, in consultation with the 

Prepetition Secured Parties, less than or equal to $50,000.

49. “DIP Agent” means GB Funding, LLC, in its capacity as administrative agent and 

collateral agent under the DIP Facility.

50. “DIP Approval Order” means the interim order entered by the Bankruptcy Court

approving the DIP Facility and the Final DIP Approval Order.

51. “DIP Claim” means any Claim of the DIP Agent or any DIP Lender on account of 

or arising from, under or in connection with the DIP Facility.

52. “DIP Facility” means the senior secured superpriority debtor-in-possession 

financing facility to be provided by the DIP Lenders, all as set forth in, and consistent with and 

subject to, the terms and conditions of the DIP Facility Documents.

53. “DIP Facility Documents” means the DIP Facility Term Sheet, the DIP Credit 

Agreement (as applicable) and all other agreements, documents, instruments, and amendments 

related thereto, including any DIP Order, and any guaranty agreements, pledge and collateral 

agreements, UCC financing statements, or other perfection documents, subordination agreements, 

fee letters, and any other security agreements.

54. “DIP Facility Term Sheet” means that certain term sheet regarding the terms of 

debtor-in-possession financing between KidKraft, Inc., as borrower, certain of KidKraft’s

subsidiaries and affiliates, as guarantors, the DIP Agent, and the DIP Lender, attached as Exhibit

A to the DIP Approval Order.

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55. “DIP Lender” means 1903 Partners, LLC, in its capacity as lender under the DIP

Facility.

56. “DIP Liens” mean the Liens granted to the DIP Agent under the DIP Order to 

secure the DIP Claims. 

57. “DIP Order” means the DIP Approval Order and the DIP Recognition Order, as 

applicable.

58. “DIP Recognition Order” means one or more orders of the CCAA Court in the 

CCAA Recognition Proceedings recognizing and giving effect in Canada to the DIP Approval 

Order, including the Final DIP Recognition Order.

59. “DIP Secured Parties” means collectively, the DIP Lender and the DIP Agent, in 

their respective capacities under the DIP Facility.

60. “DIP Secured Parties Advisors” means Katten Muchin Rosenman LLP, as 

counsel to the DIP Secured Parties and Fasken Martineau DuMoulin LLP as Canadian Counsel to 

the DIP Secured Parties. 

61. “Disallowed” means, with respect to any Claim, or any portion thereof, that such 

Claim, or such portion thereof, is not Allowed; provided, however, that a Disputed Claim shall not 

be considered Disallowed until so determined by entry of a Final Order.

62. “Disbursing Agent” means the Debtors, the Wind Down Estate, the GUC Trust, or 

the Entity or Entities selected by the Debtors, the Wind Down Estate, or the GUC Trust as 

applicable, to make or facilitate distributions pursuant to the Plan.

63. “Disclosure Statement” means the Disclosure Statement for the Debtors’ Joint 

Prepackaged Chapter 11 Plan, dated as of May 8, 2024, as may be amended, supplemented, or 

modified from time to time, including all exhibits and schedules thereto and references therein that 

relate to the Plan, that is prepared and distributed in accordance with the Bankruptcy Code, the 

Bankruptcy Rules, and any other applicable law.

64. “Disputed” means, with respect to any Claim or Interest, that such Claim or Interest 

(a) is not yet Allowed, (b) is not Disallowed by the Plan, the Bankruptcy Code, or a Final Order, 

as applicable, (c) as to which a dispute is being adjudicated by a court of competent jurisdiction in 

accordance with non-bankruptcy law, or (d) is or is hereafter listed in the Schedules as contingent, 

unliquidated, or disputed and for which a Proof of Claim is or has been timely Filed in accordance 

with the Bar Date Order.

65. “Dissolution Transactions” means the transactions that the Debtors or Wind Down 

Administrator, with the consent of the Prepetition Secured Parties, determine to be necessary or 

appropriate to implement the terms of the Plan, and ultimately result in the dissolution or other 

termination of the corporate entities that comprise the Debtors.

66. “Distributable Value” means (a) the Purchase Price plus (b) any of the Debtors’ 

cash on hand as of the Effective Date plus (c) proceeds of the monetization of any Excluded Assets 

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of the Debtors, whenever received by the Debtors or the Wind Down Estates plus (d) surrender of 

collateral or proceeds of any other collateral securing the DIP Claims or Prepetition Secured Party 

Claims, whenever received by the Debtors or the Wind Down Estates; minus (e) amounts heldback to secure any purchase price adjustments pursuant to the Purchase Agreement (unless and 

until distributed to the Debtors in accordance therewith); minus (f) amounts necessary to fund the 

Professional Fee Escrow Account in the Professional Fee Reserve Amount; minus (g) amounts 

necessary to satisfy Restructuring Expenses; minus (h) amounts necessary to fund the Post-Sale 

Reserve; minus (g) amounts necessary to fund the Foreign Sale Reserve; provided that any unused 

amounts remaining from the Professional Fee Escrow Account, the Administrative Expense Claim, 

Priority Tax Claim, and Other Priority Claim Backstop Amount, and the Post-Sale Reserve shall 

be considered Distributable Value; provided that, for the avoidance of doubt, no GUC Trust Assets 

shall be included as Distributable Value.

67. “Distribution Record Date” means the record date for purposes of making 

distributions under the Plan on account of Allowed Claims, which date shall be the Confirmation 

Date or such other date as designated in an order of the Bankruptcy Court.

68. “Effective Date” means the date selected by the Debtors on which: (a) no stay of 

the Confirmation Order, Confirmation Recognition Order or Sale Order (if separately entered) is 

in effect; (b) all conditions precedent specified in Article IX have been satisfied or waived (in 

accordance with Article IX.C); and (c) the Plan becomes effective; provided, however, that if such 

date does not occur on a Business Day, the Effective Date shall be deemed to occur on the first 

Business Day after such date. 

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

Code.

70. “Estate” means, as to each Debtor, the estate created for the Debtor in its 

Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

71. “Excluded Assets” shall have the meaning set forth in Section 2.2 of the Purchase 

Agreement.

72. “Exculpated Party” means each of the following solely in its capacity as such and 

to the maximum extent permitted by law: (a) the Debtors; (b) the Committee; and (c) the members 

of the Committee, solely in their capacities as such.

73. “Executory Contract” means a contract to which one or more of the Debtors is a 

party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code.

74. “Expense Reimbursement” shall have the meaning set forth in Section 9.3(a) of 

the Purchase Agreement, as may be modified by a subsequent order of the Bankruptcy Court.

75. “Federal Judgment Rate” means the federal judgment rate in effect as of the 

Petition Date, compounded annually.

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76. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with 

the Bankruptcy Court or, with respect to the filing of a Proof of Claim, the Noticing and Claims 

Agent or the Bankruptcy Court through the PACER or CM/ECF website.

77. “Final Decree” means the decree contemplated under Bankruptcy Rule 3022.

78. “Final DIP Approval Order” means the Final Order entered by the Bankruptcy 

Court approving the DIP Facility. 

79. “Final DIP Recognition Order” means the Final Order of the CCAA Court 

recognizing and giving effect in Canada to the Final DIP Approval Order.

80. “Final Order” means an order or judgment of a court of competent jurisdiction that 

has been entered on the docket maintained by the clerk of such court, which has not been reversed, 

vacated, or stayed and as to which (i) the time to appeal, petition for certiorari, or move for a new 

trial, reargument, or rehearing has expired and as to which no appeal, petition for certiorari, or 

other proceedings for a new trial, reargument, or rehearing shall then be pending, or (ii) if an 

appeal, writ of certiorari, new trial, reargument, or rehearing thereof has been sought, such order 

or judgment shall have been affirmed by the highest court to which such order was appealed, or 

certiorari shall have been denied, or a new trial, reargument, or rehearing shall have been denied 

or resulted in no modification of such order, and the time to take any further appeal, petition for 

certiorari, or move for a new trial, reargument, or rehearing shall have expired; provided, however, 

that no order or judgment shall fail to be a “Final Order” solely because of the possibility that a 

motion under Rules 59 or 60 of the Federal Rules of Civil Procedure or any analogous Bankruptcy 

Rule (or any analogous rules applicable in another court of competent jurisdiction) or sections 

502(j) or 1144 of the Bankruptcy Code has been or may be filed with respect to such order or 

judgment.

81. “Foreign Sale Reserve” means the amount of the Purchase Price allocated to the 

inventory transferred from the Netherlands Subsidiaries to facilitate the Sale Transaction, which 

amount will be distributed from Debtors to the Netherlands Subsidiaries pursuant to the Plan.

82. “General Unsecured Claim” means any Claim that is not secured, subordinated, or 

entitled to priority under the Bankruptcy Code or any Final Order of the Bankruptcy Court (other 

than an Intercompany Claim or a Subordinated Claim).

83. “Global Settlement” means the global settlement between the Global Settlement 

Parties pursuant to the term sheet (the “Global Settlement Term Sheet”) attached to the Notice of 

Filing Global Settlement Term Sheet [Docket No. 195].

84. “Global Settlement Parties” means the Debtors, the Committee, the DIP Secured 

Parties, the Prepetition Secured Parties, the Purchaser, and MidOcean.

85. “Governmental Bar Date” means such time and date established pursuant to the 

Bar Date Order by which Proofs of Claim of Governmental Units must be Filed.

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

Bankruptcy Code.

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87. “GUC Critical Vendor Cash” means any amounts permitted to be paid under the 

Final Order (I) Authorizing the Debtors to Pay (A) Critical Vendors, (B) Lien Claimants, and (C) 

503(b)(9) Claimants; (II) Confirming Administrative Expense Priority of Outstanding Orders; and 

(III) Granting Related Relief [Docket No. 200] that are unused as of the Effective Date (with the 

Debtors having sole discretion to pay amounts authorized under such order, except that any 

Allowed Claims entitled to priority status under section 503(b)(9) of the Bankruptcy Code shall 

be paid in full to the Holders thereof).

88. “GUC L/C Cash” means 40% of any cash collateral recovered from the former 

prepetition agent pursuant to the Assignment and Assumption dated as of January 31, 2024 by and 

between (i) Antares AssetCo LP, Antares Capital LP, Antares Holdings LP, Antares CLO 2017-2, 

LTD., Antares CLO 2018-1, LTD., Fifth Third Bank, N.A., and PNC Bank, N.A., as assignors, 

and (ii) 1903 Partners, LLC, as assignee.

89. “GUC Purchase Price Cash” means (i) $350,000 if, on the Effective Date, the 

calculation of the Purchase Price Calculation is within a 0-5% variance of $39,322,916; 

(ii) $250,000 if, on the Effective Date, the Purchase Price Calculation is within a 6-10% variance 

of $39,322,916; (iii) $200,000 if, on the Effective Date, the Purchase Price Calculation is within a 

11-20% variance of $39,322,916; or (iv) $150,000 if, on the Effective Date, the Purchase Price 

Calculation is a more than 20% variance of $39,322,916.

90. “GUC Settlement Opt-In Election” means the affirmative election by a Holder of 

a General Unsecured Claim to opt-in to the settlement under the Global Settlement Term Sheet 

and receive its Pro Rata share of 100% of the GUC Trust Interests.

91. “GUC Settlement Opt-In Election Deadline” means the date that is thirty (30) days

after the Effective Date.

92. “GUC Settlement Opt-In Form” means the form by which a potential holder of a 

General Unsecured Claim may make a GUC Settlement Opt-In Election, which form shall be 

included in the Plan Supplement.

93. “GUC Settlement Opt-In Procedures” means the procedures set forth in the GUC 

Settlement Opt-In Form for a potential holder of an Allowed General Unsecured Claim to make a 

GUC Settlement Opt-In Election.

94. “GUC Trust” means the trust established pursuant to Article IV.C of the Plan to, 

among other things, hold and liquidate the GUC Trust Assets and make distributions to Holders 

of Allowed General Unsecured Claims that make a GUC Settlement Opt-In Election pursuant to 

the Plan.

95. “GUC Trust Accounts” means the bank accounts to be held in the name of the GUC 

Trustee that are created pursuant to Article IV.C of the Plan.

96. “GUC Trust Agreement” means the agreement establishing and governing the 

GUC Trust, which agreement shall be included in the Plan Supplement and executed as of the 

Effective Date, and which agreement shall be acceptable in form and substance to the Debtors, the 

Committee, and the Prepetition Secured Parties.

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97. “GUC Trust Assets” means, in the aggregate, (i) the GUC Trust Expense Reserve;

(ii) $125,000 in Cash; (iii) the Sponsor Cash Contribution; (iv) the GUC L/C Cash; (v) the GUC 

Purchase Price Cash; (vi) any unused amounts in the Approved Budget that are designated for fees 

and expenses of the Committee’s professionals; (vii) the GUC Critical Vendor Cash, if any;

(viii) all commercial tort claims (as that term is defined in Article 9 of the Uniform Commercial 

Code) of the Debtors other than any such claims against any Released Party under the Plan; and

(ix) the Assigned Avoidance Actions.

98. “GUC Trust Assets Transfer” means the assignment, conveyance, or other transfer 

of the GUC Trust Assets to the GUC Trust, which shall occur on the next Business Day following 

the GUC Settlement Opt-In Election Deadline.

99. “GUC Trust Beneficiaries” means any Holder of an Allowed General Unsecured 

Claim that has made a GUC Settlement Opt-In Election and thereby obtained one or more GUC 

Trust Interests and the Prepetition Secured Parties. For the avoidance of doubt, the Prepetition 

Secured Parties shall be deemed to have made a GUC Settlement Opt-In Election and shall be 

GUC Trust Beneficiaries without the need to submit any opt-in election or otherwise comply with 

the GUC Settlement Opt-In Procedures.

100. “GUC Trust Expense Reserve” means a reserve in the amount of $75,000 funded 

from Cash on hand of the U.S. Debtors to the GUC Trust on the Effective Date to allow the GUC 

Trustee to maintain and administer the GUC Trust Assets.

101. “GUC Trust Interests” means the beneficial interests in the GUC Trust.

102. “GUC Trustee” means the trustee appointed pursuant to Article IV.C of the Plan

(or any successor trustee), in its capacity as the trustee of the GUC Trust, who shall be solely 

responsible for overseeing the reconciliation, objection, settlement, or other disposition of General 

Unsecured Claims asserted in these Chapter 11 Cases.

103. “Holder” means a Person or Entity holding a Claim against or Interest in a Debtor, 

as applicable.

104. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims 

or Interests that is not Unimpaired.

105. “Indemnification Obligations” means each of the Debtors’ indemnification 

obligations, whether in the bylaws, certificates of incorporation or formation, limited liability 

company agreements, other organizational or formation documents, board resolutions, 

management or indemnification agreements, or employment contracts, for the current and former 

directors and the officers of the Debtors.

106. “Intercompany Claim” means any Claim against a Debtor held by another Debtor.

107. “Intercompany Interest” means any Interest in a Debtor held by another Debtor.

108. “Interest” means any equity interest (as defined in section 101(16) of the 

Bankruptcy Code) in any Debtor, including all ordinary shares, units, common stock, preferred 

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stock, membership interest, partnership interest, or other instrument, evidencing any fixed or 

contingent ownership interest in the Debtors, whether or not transferable, including any option, 

warrant, or other right, contractual or otherwise, to acquire any such interest, that existed 

immediately before the Effective Date.

109. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

110. “IRS” means the Internal Revenue Service.

111. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001.

112. “KidKraft” means KidKraft, Inc. 

113. “Lender Retained Causes of Action” means any and all potential Claims and 

Causes of Action held by the DIP Secured Parties or the Prepetition Secured Parties against (i) the 

Debtors; (ii) the Debtors’ Officers; or (iii) SierraConstellation Partners, LLC, in each case related 

solely to: (a) the Debtors’ reporting obligations under the DIP Approval Order or DIP Facility 

Documents; or (b) any payment in violation of the Prepetition Credit Agreement Documents, the 

Restructuring Support Agreement, and/or the DIP Documents; provided, that any potential 

recovery against the Debtors and the Debtors’ Officers shall be limited to insurance proceeds (if 

any) available from the Debtors’ insurance policies, including the D&O Liability Insurance 

Policies; provided, further, that such insurance limitation shall not apply to Claims and Causes of 

Action arising as a result of gross negligence, fraud, or willful misconduct. Notwithstanding any 

other releases provided herein by the DIP Secured Parties or the Prepetition Secured Parties, the 

Lender Retained Causes of Action shall not be released; provided, further, that any and all potential 

Claims and causes of action held by the DIP Secured Parties or the Prepetition Secured Parties 

against any Released Party other than those parties specifically identified in clauses (i), (ii), and 

(iii) above shall not constitute Lender Retained Causes of Action. 

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

115. “List of Retained Causes of Action” means the schedule of certain Causes of 

Action of the Debtors which shall be included in the Plan Supplement.

116. “Local Rules” means the Local Rules of Bankruptcy Practice and Procedure of the 

United States Bankruptcy Court for the Northern District of Texas. 

117. “MidOcean” means MidOcean Partners IV, L.P. in its capacity as the holder of 

Preferred A Units and Preferred C Units in KidKraft Group Holdings, LLC and party to that certain 

Note Purchase Agreement dated as of January 13, 2023, pursuant to which, KidKraft agreed to 

issue and sell to and MidOcean agreed to purchase, notes in the aggregate principal amount of up 

to $5,000,000 and MidOcean US Advisor, L.P. as party to that certain Professional Services

Agreement dated as of July 15, 2015 by and among KidKraft Group Holdings, LLC, KidKraft, and 

MidOcean US Advisor, L.P., as amended by that First Amendment to the Professional Services 

Agreement dated as of September 30, 2016.

118. “Netherlands Asset Sale” has the meaning set forth in Article IV.A.3. of the Plan.

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119. “Netherlands Liquidation” has the meaning set forth in Article IV.A.3. of the Plan.

120. “Netherlands Subsidiaries” means non-debtors KidKraft Netherlands C.V., 

KidKraft Holdings B.V., and KidKraft Netherlands B.V.

121. “Note Purchase Agreement Documents” means that certain Note Purchase

Agreement dated as of January 13, 2023 by and among certain of the Debtors and MidOcean and 

all other agreements, documents, instruments, and amendments related thereto.

122. “Noticing and Claims Agent” means Stretto Inc., the noticing, claims, and 

solicitation agent proposed to be retained by the Debtors in the Chapter 11 Cases.

123. “Other Priority Claim” means any Claim that is entitled to priority of payment 

under section 507(a) of the Bankruptcy Code other than an Administrative Expense Claim or a 

Priority Tax Claim.

124. “Other Secured Claims” means Secured Claims other than Priority Tax Claims, 

DIP Claims, or Prepetition Secured Party Claims.

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

Code.

126. “Petition Date” means the date on which each Debtor Filed its voluntary petition 

for relief commencing the Chapter 11 Cases.

127. “Plan” means this chapter 11 plan, as it may be altered, amended, modified, or 

supplemented from time to time in accordance with the Bankruptcy Code, the Bankruptcy Rules, 

and the terms of the Plan, including the Plan Supplement and all exhibits, supplements, appendices, 

and schedules to the Plan, which shall be consistent with, and subject to the approvals and consents 

as to form and substance set forth in, the Restructuring Support Agreement.

128. “Plan Supplement” means, to the extent applicable, the compilation of documents 

and forms of documents, and all exhibits, attachments, schedules, agreements, documents and 

instruments referred to therein, ancillary or otherwise, including, without limitation, the Purchase 

Agreement, the Schedule of Assumed Executory Contracts and Unexpired Leases, the GUC Trust 

Agreement, the Global Settlement Term Sheet, the GUC Settlement Opt-In Form, the identity of 

the Wind Down Administrator, and the List of Retained Causes of Action all of which shall be 

incorporated by reference into, and are an integral part of, the Plan, as may be amended, modified, 

replaced and/or supplemented from time to time, subject to the consent of the Prepetition Secured 

Parties.

129. “Post-Sale Reserve” means a cash reserve in the amount of $650,000 to fund the 

reasonably anticipated costs necessary for the wind down of the Wind Down Estate, including an 

estimated amount of reasonable fees and expenses that may be incurred by professionals for 

services rendered after the Effective Date and statutory fees, which cash reserve shall be funded 

into a segregated account on the Effective Date.

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130. “Prepetition Credit Agreement” means that certain Amended and Restated First 

Lien Credit Agreement, dated as of April 3, 2020 (as amended from time to time), by and among 

KidKraft, Inc. and KidKraft Netherlands B.V., jointly and severally, as borrowers, the guarantors 

thereto, GB Funding, LLC, as Prepetition Credit Agreement Agent, and 1903 Partners, LLC, as 

Lender.

131. “Prepetition Credit Agreement Agent” means GB Funding, LLC, in its capacity as 

Administrative Agent and Collateral Agent (as such terms are defined in the Prepetition Credit 

Agreement) under the Prepetition Credit Agreement.

132. “Prepetition Credit Agreement Documents” means the Prepetition Credit 

Agreement and all other agreements, documents, instruments, and amendments related thereto, 

including any guaranty agreements, pledge and collateral agreements, UCC financing statements, 

or other perfection documents, subordination agreements, fee letters, and any other security 

agreements.

133. “Prepetition Secured Parties” means GB Funding, LLC, as Administrative Agent 

and Collateral Agent, and 1903 Partners, LLC, as Lender, in their respective capacities under the 

Prepetition Credit Agreement.

134. “Prepetition Secured Party Advisors” means Katten Muchin Rosenman LLP, as 

counsel to the Prepetition Secured Parties and Fasken Martineau DuMoulin LLP as Canadian 

counsel to the Prepetition Secured Parties.

135. “Prepetition Secured Party Claims” means all Claims, including “Parallel Debts” 

(as defined in the Prepetition Credit Agreement Documents) held by the Prepetition Secured 

Parties on account of, arising under, or relating to their respective capacities as lender or agent 

under the Prepetition Credit Agreement Documents.

136. “Prepetition Secured Parties’ Deficiency Claims” means the deficiency Claims 

held by the Prepetition Secured Parties. Solely for purposes of any distributions to be made from 

the GUC Trust Assets to GUC Trust Beneficiaries, the Prepetition Secured Parties’ Deficiency 

Claims shall be capped at $55 million.

137. “Prepetition Secured Party Liens” means all Liens granted to the Prepetition Credit 

Agreement Agent to secure the Prepetition Secured Party Claims.

138. “Priority Tax Claim” means a Claim held by a Governmental Unit of the kind 

entitled to priority of payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy 

Code.

139. “Pro Rata” means the proportion that an Allowed Claim or an Allowed Interest 

bears to the aggregate amount of Allowed Claims, Allowed Interests, or other matter so referenced, 

as the context requires.

140. “Professional” means an Entity employed pursuant to a Bankruptcy Court order in 

accordance with sections 327 or 1103 of the Bankruptcy Code and to be compensated for services 

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rendered before or on the Effective Date, pursuant to sections 327, 328, 329, 330, or 331 of the 

Bankruptcy Code.

141. “Professional Fee Claims” means a Claim for the compensation of the 

Professionals and other professionals (including, for certainty, professionals to be compensated 

pursuant to the orders of the CCAA Court in the CCAA Recognition Proceedings) and the 

reimbursement of expenses incurred by such professionals through and including the Effective 

Date to the extent such fees and expenses have not been previously paid, including, for the 

avoidance of doubt, any costs, fees, expenses, or commissions (including with respect to any 

investment banking transaction fees or commissions) incurred in connection with the 

Restructuring; provided that to the extent a Debtor Professional (as defined in the DIP Approval 

Order) agrees with the DIP Lender to a modification to the Debtor Professional fees in accordance 

with Section 1.8 of the DIP Approval Order, the Claim as modified shall be included in the 

applicable Professional Fee Claim. Professional Fee Claims of the Committee’s Professionals 

shall not exceed the aggregate amounts set forth in the Approved Budget, consistent with the 

Global Settlement Term Sheet.

142. “Professional Fee Escrow Account” means an interest-bearing account funded by 

the Debtors on the Effective Date in an amount equal to the Professional Fee Reserve Amount, 

pursuant to Article II.B.

143. “Professional Fee Reserve Amount” means the total amount of Professional Fee 

Claims estimated in accordance with Article II.B.

144. “Professional Services Agreement Documents” means that certain Professional 

Services Agreement dated as of July 15, 2015 by and among certain of the Debtors and MidOcean

and all other agreements, documents, instruments, and amendments related thereto.

145. “Proof of Claim” means a proof of Claim Filed against any of the Debtors in the 

Chapter 11 Cases.

146. “Purchase Agreement” means that certain Asset Purchase Agreement dated as of 

April 25, 2024, as amended, modified, or supplemented from time to time, among Purchaser and 

certain of the Debtors, including all schedules and exhibits thereto, which shall be Filed with the 

Plan Supplement.

147. “Purchase Price” shall have the meaning set forth in the Purchase Agreement.

148. “Purchase Price Calculation” means the calculation of the “Purchase Price at 

close” in accordance with Exhibit B of the Purchase Agreement.

149. “Purchaser” means Backyard Products, LLC, and permitted successors, assigns, 

and designees, as applicable.

150. “Qualifying Alternative Transaction” shall have the meaning set forth in the 

Purchase Agreement. 

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151. “Reinstated” or “Reinstatement” means, with respect to Claims and Interests, the 

treatment provided for in section 1124 of the Bankruptcy Code, which, in all instances, shall be 

acceptable to the Prepetition Secured Parties and the Purchaser in their sole and absolute discretion.

152. “Released Party” means each of the following solely in its capacity as such: 

(a) the Debtors; (b) the DIP Agent; (c) the DIP Lender; (d) MidOcean; (e) the Prepetition Secured 

Parties; (f) the Purchaser; (g) the Committee; and (h) with respect to each of the foregoing under 

(a) through (g) such Entity and its current and former Affiliates, and such Entity’s and its current 

and former Affiliates’ current and former directors, managers, officers, employees, managed 

accounts and funds, predecessors, successors, assigns, subsidiaries, equity Holders, members, 

agents, attorneys, accountants, investment bankers, consultants, and other professionals, each 

solely in their capacity as such.

153. “Releasing Party” means each of the following solely in its capacity as such: (a) all 

Released Parties; (b) all Holders of Claims who affirmatively cast a timely ballot to accept the 

Plan and did not affirmatively opt out of the releases set forth in Article VIII.F herein; (c) all 

Holders of Claims and Interests that were given notice of the opportunity to opt out of granting the 

releases set forth in Article VIII.F herein but did not otherwise affirmatively opt out of such 

releases; and (d) all GUC Trust Beneficiaries. 

154. “Restructuring” means all actions that may be necessary or appropriate to 

effectuate the transactions described in, approved by, contemplated by, or necessary to effectuate, 

the Plan.

155. “Restructuring Expenses” means the reasonable and documented professional fees 

and expenses incurred by the DIP Secured Party Advisors, the DIP Secured Parties, the Prepetition 

Secured Party Advisors and the Prepetition Secured Parties, in each case, in connection with or 

arising as a result of the Restructuring, the Restructuring Support Agreement, Sale Transaction,

the Plan, or the Chapter 11 Cases.

156. “Restructuring Support Agreement” means that certain Restructuring Support 

Agreement, dated April 25, 2024, by and among the Debtors, the Prepetition Secured Parties, the 

DIP Secured Parties, the Purchaser, and MidOcean, as may be further amended, restated, modified, 

supplemented, or replaced from time to time in accordance with the terms thereof.

157. “Retained Causes of Action” means those Causes of Action identified on the List 

of Retained Causes of Action that are not released, waived, or transferred pursuant to the Plan or 

any Sale Transaction. 

158. “RSA Parties” mean, collectively, the Debtors, the Prepetition Secured Parties, the 

DIP Secured Parties, the Purchaser, and MidOcean.

159. “Sale Approval Order” means the order of the Bankruptcy Court approving the 

Purchase Agreement and the Sale Transaction, which order may be, but is not required to be, part 

of the Confirmation Order.

160. “Sale Hearing” means the hearing held by the Bankruptcy Court to consider 

Confirmation of the Sale Order, as such hearing may be adjourned or continued from time to time.

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161. “Sale Order” means the Sale Approval Order and the Sale Recognition Order, as 

applicable.

162. “Sale Recognition Order” means an order of the CCAA Court in the CCAA

Recognition Proceedings recognizing and giving effect in Canada to the Sale Approval Order, 

which order may be, but is not required to be, part of the Confirmation Recognition Order.

163. “Sales Process” means the marketing and sales process for the Debtors’ Assets.

164. “Sale Transaction” means the sale by the Debtors that are party to the Purchase 

Agreement of all of their respective right, title, and interest in, to and under the Transferred Assets 

to the Purchaser in accordance with the terms of the Purchase Agreement and the Sale Order.

165. “Sale Transaction Documents” means the Sale Order, the Purchase Agreement, 

and all other documents required to consummate the Sale Transaction (with respect to such other 

documents required to consummate the Sale Transaction, in form and substance acceptable to each 

party thereto).

166. “Schedule of Assumed Executory Contracts and Unexpired Leases” means the 

schedule of Executory Contracts and Unexpired Leases to be assumed and assigned to Purchaser

pursuant to the Plan, as set forth in the Plan Supplement, as may be amended from time to time 

prior to the Effective Date.

167. “Schedules” means, collectively, the schedules of assets and liabilities, schedules 

of Executory Contracts and Unexpired Leases, and statements of financial affairs Filed by the 

Debtors pursuant to section 521 of the Bankruptcy Code and in substantial conformance with the 

official bankruptcy forms, as the same may have been amended, modified, or supplemented from 

time to time.

168. “SEC” means the United States Securities and Exchange Commission.

169. “Secured Claim” means a Claim (i) secured by a lien on collateral to the extent of 

the value of such collateral as (a) set forth in the Plan, (b) agreed to by the Holder of such Claim 

and the Debtors, or (c) determined by a Final Order in accordance with section 506(a) of the 

Bankruptcy Code, or (ii) secured by the amount of any right of setoff of the Holder thereof in 

accordance with section 553 of the Bankruptcy Code.

170. “Security” shall have the meaning set forth in section 101(49) of the Bankruptcy 

Code.

171. “Special Committee” means the Special Committee of the Board of Directors of 

KidKraft, Inc.

172. “Sponsor Cash Contribution” has the meaning set forth in Article IV.C.8 of the 

Plan.

173. “Sponsor Claims Waiver” has the meaning set forth in Article IV.C.8 of the Plan.

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174. “Subordinated Claim” means any Claim against a Debtor arising from 

(a) rescission of a purchase or sale of a Security in any Debtor or an Affiliate of any Debtor, 

(b) purchase or sale of such a Security, or (c) reimbursement or contribution allowed under section 

502 of the Bankruptcy Code on account of such a Claim.

175. “Transferred Assets” shall have the meaning set forth in Section 2.1 of the 

Purchase Agreement, provided, however, the Assigned Avoidance Actions shall not be Transferred 

Assets.

176. “Transferred Contracts” shall have the meaning set forth in Section 2.1(e) of the 

Purchase Agreement. 

177. “Unclaimed Property” means any distribution under the Plan on account of an 

Allowed Claim whose Holder has not: (a) accepted such distribution or, in the case of distributions 

made by check, negotiated such check; (b) given notice to the Wind Down Estate of an intent to 

accept such distribution; (c) responded to the Debtors’, Wind Down Administrator’s, or GUC 

Trustee’s (as applicable) requests for information necessary to facilitate such distribution; or (d) 

taken any other action necessary to facilitate such distribution.

178. “Unexpired Lease” means a lease of nonresidential real property to which one or 

more of the Debtors is a party that is subject to assumption or rejection under sections 365 or 1123 

of the Bankruptcy Code.

179. “Unimpaired” means, with respect to a Class of Claims or Interests, a Class 

consisting of Claims or Interests that are not “impaired” within the meaning of section 1124 of the 

Bankruptcy Code, including through payment in full in Cash or Reinstatement.

180. “Unpaid Employee Severance Obligations” means those obligations owed to 

certain eligible employees who were terminated prior to the Petition Date and who executed a 

separation agreement after the Petition Date and prior to the Effective Date, which obligations 

shall be deemed to have been incurred after the Petition Date and treated as Administrative 

Expense Claims for purposes of this Plan.

181. “Unsecured” means, with respect to a Claim, not Secured.

182. “U.S. Trustee” means the Office of the United States Trustee for the Northern 

District of Texas.

183. “U.S. Trustee Fees” means fees arising under 28 U.S.C. § 1930(a)(6) and, to the 

extent applicable, accrued interest thereon arising under 31 U.S.C. § 3717.

184. “Wind Down Administrator” means the Person or Persons identified in the Plan 

Supplement (as determined by the Debtors), if known, and appointed on the Effective Date, who 

will serve as the trustee and administrator overseeing the Wind Down Estate and dissolution of the 

Debtors and their Estates in accordance with the Plan.

185. “Wind Down Claims” means the Prepetition Secured Party Claims that remain 

outstanding on the Effective Date, in an amount not to exceed $10,000,000, and the Prepetition 

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Secured Party Liens securing such Prepetition Secured Party Claims, which Prepetition Secured 

Party Claims and Liens shall be automatically released and discharged following the orderly wind 

down of the Debtors and the other borrower and guarantors under the Prepetition Credit Agreement

and after the proceeds of the Netherlands Asset Sale and Netherlands Liquidation, if any, are 

indefeasibly distributed in Cash to the Prepetition Secured Parties as provided in Article IV of the 

Plan.

186. “Wind Down Estate” means, collectively, (i) the Estates of the Debtors and (ii) the

Debtors’ non-Debtor affiliates, as applicable, following the Effective Date. 

187. “Wind Down Estate Assets” means (i) any Assets of the Debtors’ Estates that are 

not GUC Trust Assets and not sold pursuant to the Sale Transaction, including, but not limited to, 

the Excluded Assets, Interests in the Debtors’ non-Debtor affiliates, and any Cause of Action 

specifically enumerated in the List of Retained Causes of Action and (ii) Cash in the amount set 

forth in the Post-Sale Reserve; provided that proceeds of any Wind Down Estate Assets, including 

without limitation, Excluded Assets and such Retained Causes of Action shall become 

Distributable Value. For the avoidance of doubt, no GUC Trust Assets shall be Wind Down Estate 

Assets.

188. “Wind Down Estate Expenses” means any and all reasonable and documented fees, 

costs, and expenses incurred by the Wind Down Estate or the Wind Down Administrator (or any 

Person, entity, or professional engaged to assist the Wind Down Administrator) in connection with 

the Wind Down Transactions, including, without limitation, any reasonable and documented 

administrative fees, attorneys’ or other professionals’ fees and expenses, insurance fees, taxes, 

escrow expenses and fees payable under 28 U.S.C. § 1930, costs associated with any maintenance 

of any going concern as part of the wind down of such going concern’s business operations, or 

costs to maintain certain assets while they are held, in each case, in accordance with and subject 

to the Post-Sale Reserve.

189. “Wind Down Transactions” means the transactions that the Debtors or Wind Down 

Administrator, as applicable, with the consent of the Prepetition Secured Parties, determines to be 

necessary or appropriate to implement the terms of the Plan, and that ultimately result in the 

dissolution or other termination of KidKraft and its Affiliates.

B. Rules of Interpretation

For purposes herein: (1) in the appropriate context, each term, whether stated in the 

singular or the plural, shall include both the singular and the plural, and pronouns stated in the 

masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; 

(2) except as otherwise provided, any reference herein to a contract, lease, instrument, release, 

indenture, or other agreement or document being in a particular form or on particular terms and 

conditions means that the referenced document, as previously amended, modified, or 

supplemented, if applicable, shall be substantially in that form or substantially on those terms and 

conditions; (3) except as otherwise provided, any reference herein to an existing document or 

exhibit having been Filed or to be Filed shall mean that document or exhibit, as it may thereafter 

be amended, restated, supplemented, or otherwise modified in accordance with the terms of the 

Plan; (4) unless otherwise specified, all references herein to “Articles” are references to Articles 

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of the Plan; (5) unless otherwise stated, the words “herein,” “hereof,” and “hereto” refer to the 

Plan in its entirety rather than to a particular portion of the Plan; (6) captions and headings to 

Articles are inserted for convenience of reference only and are not intended to be a part of or to 

affect the interpretation hereof; (7) the words “include” and “including,” and variations thereof, 

shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words 

“without limitation;” (8) the rules of construction set forth in section 102 of the Bankruptcy Code 

shall apply; (9) any term used in capitalized form herein that is not otherwise defined but that is 

used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term 

in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; and (10) any docket number 

references in the Plan shall refer to the docket number of any document Filed with the Bankruptcy 

Court in the Chapter 11 Cases.

C. Computation of Time

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) 

shall apply in computing any period of time prescribed or allowed herein. If the date on which a 

transaction, action, or event shall or may occur pursuant to the Plan is a day that is not a Business 

Day, then such transaction, action, or event shall instead occur on the next succeeding Business 

Day.

D. Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy 

Code and Bankruptcy Rules) or unless otherwise specifically stated herein, the laws of the State 

of New York without giving effect to the principles of conflict of laws, shall govern the rights, 

obligations, construction, and implementation of the Plan, any agreements, documents, 

instruments, or contracts executed or entered into in connection with the Plan (except as otherwise 

set forth in those agreements, in which case the governing law of such agreement shall control); 

provided that the corporate or limited liability company governance matters relating to the Debtors 

shall be governed by the laws of the state of incorporation or formation (as applicable) of the 

applicable Debtor.

E. Reference to Monetary Figures

All references in the Plan to monetary figures shall refer to currency of the United States 

of America, unless otherwise expressly provided herein.

F. Reference to the Debtors or the Wind Down Estate

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan 

to the Debtors or the Wind Down Estate shall mean the Debtors and the Wind Down Estate, as 

applicable, to the extent the context requires.

G. Controlling Document

In the event of an inconsistency between the Plan, the Disclosure Statement, or any other 

Final Order (other than the Confirmation Order or Sale Approval Order, as applicable) referenced 

in the Plan (or any exhibits, schedules, appendices, supplements or amendments to any of the 

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foregoing, other than the Plan Supplement), the terms of the Plan shall control in all respects. In

the event of an inconsistency between the Plan and the Plan Supplement, the terms of the relevant 

document in the Plan Supplement shall control (unless stated otherwise in such Plan Supplement 

document or in the Confirmation Order). In the event of an inconsistency between the 

Confirmation Order or Sale Approval Order and the Plan, the Confirmation Order or Sale Approval 

Order, as applicable, shall control.

ARTICLE II.

ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense 

Claims, Professional Fee Claims, DIP Claims, Adequate Protection Claims, and Priority Tax 

Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests 

set forth in Article III of the Plan.

A. Administrative Expense Claims

Except (i) with respect to Administrative Expense Claims that are Professional Fee Claims 

and Bidder Protections, or (ii) to the extent that (x) an Administrative Expense Claim has already 

been paid during the Chapter 11 Cases or a Holder of an Allowed Administrative Expense Claim 

and the applicable Debtor(s) or (y) Wind Down Administrator (as applicable) agrees to less 

favorable treatment, each Holder of an Allowed Administrative Expense Claim shall be paid in 

full in Cash; on the latest of: (a) on or as soon as reasonably practicable after the Effective Date if 

such Administrative Expense Claim is Allowed as of the Effective Date; (b) on or as soon as 

reasonably practicable after the date such Administrative Expense Claim is Allowed; and (c) the 

date such Allowed Administrative Expense Claim becomes due and payable, or as soon thereafter 

as is reasonably practicable; provided that in no event shall the amount paid in the aggregate to 

Administrative Expense Claims (excluding Professional Fee Claims) in accordance with this 

Article II.A, Priority Tax Claims under Article II.E hereof, and Other Priority Claims under Article 

III.B hereof exceed the Administrative Expense Claim, Priority Tax Claim, and Other Priority 

Claim Backstop Amount. For the avoidance of doubt, the Bidder Protections shall be an 

Administrative Expense Claim in accordance with any applicable orders of the Bankruptcy Court.

Except as otherwise provided in this Article II.A of the Plan and except with respect to 

Administrative Expense Claims that are Professional Fee Claims, Unpaid Employee Severance 

Obligations, or Bidder Protection Claims, requests for allowance and payment of Administrative 

Expense Claims must be Filed and served on the Debtors, the Wind Down Estate, or the Wind 

Down Administrator (as applicable), pursuant to the procedures specified in the Bar Date Order, 

the Confirmation Order, and the notice of entry of the Confirmation Order no later than the 

Administrative Expense Claims Bar Date. Holders of Administrative Expense Claims that are 

required to, but do not, File and serve on the Debtors, the Wind Down Estate, or the Wind Down

Administrator (as applicable) a request for allowance and payment of such Administrative Expense 

Claims by such date shall be forever barred, estopped, and enjoined from asserting such 

Administrative Expense Claims against the Debtors, the Wind Down Estate, or their respective 

assets or property and such Administrative Expense Claims shall be deemed discharged as of the 

Effective Date. Objections to such requests, if any, must be Filed and served on the Debtors, the 

Wind Down Estate, or the Wind Down Administrator (as applicable) and the requesting party no 

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later than 90 days after the Effective Date or such other date fixed by the Bankruptcy Court.

Notwithstanding the foregoing, no request for payment of an Administrative Expense Claim need 

be Filed with respect to an Administrative Expense Claim previously Allowed. 

B. Professional Compensation

1. Final Fee Applications

All final requests for payment of Professional Fee Claims of Professionals, including such

Professional Fee Claims incurred during the period from the Petition Date through and including 

the Effective Date, shall be Filed and served on the Debtors, the Wind Down Estate, or the Wind 

Down Administrator, as applicable, no later than 45 days after the Effective Date. Each such final 

request will be subject to approval by the Bankruptcy Court after notice and a hearing in 

accordance with the procedures established by the Bankruptcy Code and prior orders of the 

Bankruptcy Court in the Chapter 11 Cases, and once approved by the Bankruptcy Court, such 

Allowed Professional Fee Claims shall be promptly paid in Cash from the Professional Fee Escrow 

Account up to its full Allowed amount. 

Objections to any Professional Fee Claim of Professionals must be Filed and served on the 

Debtors, the Wind Down Estate, or the Wind Down Administrator, as applicable, and the 

applicable Professional no later than 24 days after such Professional Fee Claim is Filed with the 

Bankruptcy Court.

2. Professional Fee Escrow Account

On the Effective Date, the Debtors shall establish and fund the Professional Fee Escrow 

Account with Cash equal to the “Professional Fee Reserve Amount” described in Article II.B.3 

herein. The Professional Fee Escrow Account shall be maintained in trust solely for the 

Professionals and the other professionals with Professional Fee Claims. The Debtors shall utilize 

the Funded Reserve Account (as defined in the DIP Approval Order) to fund the Professional Fee 

Escrow Account, provided that the Funded Reserve Account is not a limitation on the amount 

funded to the Professional Fee Escrow Account. The Professional Fee Escrow Account and funds 

therein shall not be considered property of the Estates of the Debtors or the Wind Down Estate. 

The amount of Allowed Professional Fee Claims shall be paid in Cash to the Professionals by the 

Disbursing Agent or the Wind Down Administrator from the Professional Fee Escrow Account as 

soon as reasonably practicable after such Professional Fee Claims are Allowed, and the amount of 

all other Professional Fee Claims shall be paid in Cash to the applicable professionals by the 

Disbursing Agent or the Wind Down Administrator from the Professional Fee Escrow Account 

on the Effective Date. After all such Professional Fee Claims have been paid in full, any remaining 

amount in the Professional Fee Escrow Account shall promptly be distributed to the Wind Down 

Estate and deemed Distributable Value and distributed to the holders of Prepetition Secured Party 

Claims without any further action or order of the Bankruptcy Court.

3. Professional Fee Reserve Amount

No later than five Business Days prior to the Effective Date, the Debtors shall solicit 

Professionals and the other professionals with Professional Fee Claims for estimates of their 

unpaid Professional Fee Claims before and as of the Effective Date, and such Professionals and 

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other professionals shall deliver such estimate to the Debtors in writing via email two Business 

Days prior to the Effective Date; provided, however, that such estimate shall not be deemed to 

limit the amount of the fees and expenses that are the subject of any such professional’s final 

request for payment of Professional Fee Claims. If any professional does not timely provide an 

estimate, the Debtors may estimate the unpaid and unbilled fees and expenses of such professional. 

4. Post-Effective Date Fees and Expenses

Except as otherwise specifically provided in the Plan, from and after the Effective Date, 

the Disbursing Agent, the Wind Down Estate, or the Wind Down Administrator (as applicable) 

shall, in the ordinary course of business and without any further notice or application to or action, 

order, or approval of the Bankruptcy Court, pay in Cash the reasonable, actual, and documented 

legal, professional, or other fees and expenses related to implementation of the Plan and 

Consummation incurred on or after the Effective Date by the Professionals and other professionals

(including any fees related to the preparation of Professional fee applications). Upon the Effective 

Date, any requirement that Professionals comply with sections 327 through 331, 363, and 1103 of 

the Bankruptcy Code in seeking retention or compensation for services rendered after such date 

shall terminate, and the Debtors, the Wind Down Estate, or the Wind Down Administrator (as 

applicable) may employ and pay any Professional or other professional for fees and expenses 

incurred after the Effective Date in the ordinary course of business without any further notice to 

or action, order, or approval of the Bankruptcy Court. Notwithstanding the foregoing, in no 

circumstances shall the payment of any post-Effective Date fees and/or expenses and other Wind 

Down Estate Expenses exceed the amount of the Post-Sale Reserve.

C. DIP Claims

Notwithstanding anything to the contrary herein, in full and final satisfaction, settlement, 

release, and discharge of and in exchange for release of all DIP Claims, on the Effective Date, the 

DIP Claims shall: (i) be indefeasibly paid in Cash in full, or (ii) receive such other treatment as 

agreed by the Debtors and the applicable Holder of a DIP Claim. Notwithstanding anything herein, 

the Prepetition Secured Parties and DIP Secured Parties may, in their sole discretion, apply any 

recovery received on the DIP Claims against the Prepetition Secured Party Claims and vice versa; 

provided that any such application shall not affect the Prepetition Secured Parties’ Deficiency 

Claims or the agreements set forth in the Global Settlement Term Sheet.

D. Adequate Protection Claims

On the Effective Date, the Adequate Protection Claims shall (i) be paid in Cash in full or 

(ii) receive such other treatment as agreed by (a) to the extent such Adequate Protection Claims 

are held by the Prepetition Secured Parties, the Debtors and the Prepetition Secured Parties or 

(b) to the extent such Adequate Protection Claims are not held by a Prepetition Secured Party, the 

Debtors and the applicable Holder of such Adequate Protection Claims.

E. Priority Tax Claims

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less 

favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in 

exchange for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim 

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shall receive Cash in an amount equal to such Allowed Priority Tax Claim on the Effective Date 

or as soon as practicable thereafter or such other treatment consistent with the provisions of section 

1129(a)(9) of the Bankruptcy Code. 

F. Statutory Fees

All Statutory Fees due and payable prior to, and that remain unpaid as of, the Effective 

Date shall be paid by the applicable Debtors on the Effective Date. No statutory fees shall be paid 

on the initial funding of the Post-Sale Reserve or the GUC Trust. Statutory fees shall only be paid 

on subsequent disbursement of Cash by the Wind Down Estate or the GUC Trust, as applicable. 

Any Statutory Fees that may be owed by the Debtors, the Wind Down Estate, or the GUC Trust, 

as applicable, after the Confirmation Date related to the reduction to Cash of non-Cash assets shall 

be paid by the Debtors, the Wind Down Estate, or the GUC Trust, as applicable, until the case is 

closed, dismissed, or converted. If no disbursements are made by the Debtors, the Wind Down 

Estate, or the GUC Trust for any quarter post-confirmation, only the minimum statutory fee will 

be owed in accordance with 28 U.S.C. § 1930(a)(6). The Wind Down Estate and the GUC Trust 

shall file post-confirmation operating reports with respect to their respective operations and 

disbursements until these Chapter 11 Cases are closed, dismissed, or converted to cases under 

chapter 7 of the Bankruptcy Code. 

G. Restructuring Expenses

The Debtors will promptly pay in full in Cash any Restructuring Expenses in accordance 

with the terms of the Restructuring Support Agreement and the DIP Approval Order. To the extent 

any Restructuring Expenses remain unpaid on the Effective Date, such Restructuring Expenses 

shall constitute Allowed Administrative Expense Claims and shall be paid in full in Cash, subject 

to the Restructuring Support Agreement and the DIP Approval Order without the need to file a 

proof of such Claim and without further order of the Court. On the Effective Date, the Disbursing 

Agent or the Wind Down Estate, as applicable, shall pay the Restructuring Expenses that have 

accrued and are unpaid as of the Effective Date.

ARTICLE III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A. Classification of Claims

The Plan constitutes a separate Plan proposed by each Debtor. Except for the Claims 

addressed in Article II of the Plan, all Claims and Interests are classified in the Classes set forth 

below in accordance with sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or an

Interest is classified in a particular Class only to the extent that the Claim or Interest fits within the 

description of that Class and is classified in other Class(es) to the extent that any portion of the 

Claim or Interest fits within the description of such other Class(es). A Claim or an Interest also is 

classified in a particular Class for the purpose of receiving distributions under the Plan only to the 

extent that such Claim or Interest is an Allowed Claim or Interest in that Class and has not been

paid, released, or otherwise satisfied prior to the Effective Date.

The classification of Claims and Interests against the Debtors pursuant to the Plan is as 

follows:

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Class Claim or Interest Status Voting Rights

1 Other Priority Claims Unimpaired Presumed to Accept

2 Other Secured Claims Unimpaired Presumed to Accept

3 Prepetition Secured Party

Claims

Impaired Entitled to Vote

4 General Unsecured 

Claims

Impaired Deemed to Reject

5 Intercompany Claims Unimpaired/Impaired Presumed to Accept/Deemed to 

Reject

6 Intercompany Interests Unimpaired/Impaired Presumed to Accept/Deemed to 

Reject

7 KidKraft Intermediate 

Holdings, LLC Interests

Impaired Deemed to Reject

B. Treatment of Claims and Interests

1. Class 1 — Other Priority Claims

a. Classification: Class 1 consists of all Other Priority Claims.

b. Treatment: Except to the extent that a Holder of an Allowed Other Priority 

Claim agrees to less favorable treatment, in full and final satisfaction of 

such Allowed Other Priority Claim, each Holder of an Allowed Other 

Priority Claim will, (i) be paid in full in Cash or (ii) otherwise receive 

treatment consistent with the provisions of section 1129(a)(9) of the 

Bankruptcy Code, payable on the later of the Effective Date and the date 

that is 10 business days after the date on which such Other Priority Claim 

becomes an Allowed Other Priority Claim, in each case, or as soon as 

reasonably practicable thereafter; provided that in no event shall the amount 

paid in the aggregate for Administrative Expense Claims (excluding

Professional Fee Claims) in accordance with Article II.A hereof, Priority 

Tax Claims under Article II.E hereof, and Other Priority Claims under this 

Article III.B exceed the Administrative Expense Claim, Priority Tax Claim, 

and Other Priority Claim Backstop Amount.

c. Voting: Class 1 is Unimpaired under the Plan. Holders of Class 1 Other 

Priority Claims are conclusively presumed to have accepted the Plan 

pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such 

Holders are not entitled to vote to accept or reject the Plan.

2. Class 2 — Other Secured Claims 

a. Classification: Class 2 consists of all Other Secured Claims.

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b. Treatment: Except to the extent that a Holder of an Allowed Other Secured 

Claim agrees to less favorable treatment, in full and final satisfaction of 

such Allowed Other Secured Claim, at the option of Debtors or the Wind 

Down Estate, as applicable, each Holder shall receive either (i) cash equal 

to the full allowed amount of its claim, (ii) reinstatement of such holder’s 

claim, (iii) the return to or abandonment of the collateral securing such 

holder’s claim, or (iv) such other treatment as may otherwise be agreed to 

by such Holder and the Debtors.

c. Voting: Class 2 is Unimpaired under the Plan. Holders of Class 2 Other 

Secured Claims are conclusively presumed to have accepted the Plan 

pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such 

Holders are not entitled to vote to accept or reject the Plan.

3. Class 3 — Prepetition Secured Party Claims

a. Classification: Class 3 consists of all Prepetition Secured Party Claims.

b. Treatment: Except to the extent that the Holder of Prepetition Secured Party 

Claims agrees to less favorable treatment, in exchange for full and final 

satisfaction, settlement, release, and discharge of each Allowed Prepetition 

Secured Party Claim (which satisfaction, settlement, release, and discharge 

shall occur (i) on the Effective Date for all Prepetition Secured Party Claims 

other than the Wind Down Claims, and (ii) after the orderly wind down of 

the Debtors and other borrower and guarantors under the Prepetition Credit 

Agreement for all Wind Down Claims), each Holder of an Allowed 

Prepetition Secured Party Claim shall receive the remaining Distributable 

Value following payment of Administrative Expense Claims and Priority 

Tax Claims, DIP Claims, Other Priority Claims, Other Secured Claims, 

(which amount may be paid directly by the Purchaser on the Effective Date), 

and GUC Trust Interests (subject to the terms of the Global Settlement) on 

the Effective Date and any Distributable Value that is available for 

distribution after the Effective Date shall be promptly distributed by the 

Debtors or Wind Down Estate to holders of Prepetition Secured Party 

Claims.

c. Voting: Class 3 is Impaired under the Plan. Holders of Class 3 Secured Party

Claims will be entitled to vote to accept or reject the Plan.

4. Class 4 — General Unsecured Claims

a. Classification: Class 4 consists of all General Unsecured Claims.

b. Treatment: On the Effective Date, all General Unsecured Claims will be 

canceled, released, extinguished and discharged, and Holders of General 

Unsecured Claims will receive no recovery or distribution on account of

such claims; provided, however, that any Holder of Allowed General 

Unsecured Claims who timely makes a GUC Settlement Opt-In Election in 

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compliance with the GUC Settlement Opt-In Procedures shall receive its 

Pro Rata share of 100% of the GUC Trust Interests.

c. Voting: Class 4 is Impaired under the Plan. Holders of Class 4 General 

Unsecured Claims will be conclusively deemed to have rejected the Plan 

pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such 

Holders will not be entitled to vote to accept or reject the Plan.

5. Class 5 — Intercompany Claims

a. Classification: Class 5 consists of all Intercompany Claims.

b. Treatment: All Intercompany Claims will be unaltered and otherwise 

unaffected by the Plan, or canceled on the Effective Date, in the Debtors’ 

discretion, with the consent of Purchaser.

c. Voting: Class 5 is Unimpaired/Impaired under the Plan. Holders of Class 5 

Intercompany Claims are proponents of the Plan within the meaning of 

section 1129 of the Bankruptcy Code. Therefore, the vote of such Holders 

to accept or reject the Plan will not be solicited.

6. Class 6 — Intercompany Interests

a. Classification: Class 6 consists of all Intercompany Interests.

b. Treatment: All Intercompany Interests shall be maintained under the Plan, 

solely for purposes of administrative convenience or canceled on the 

Effective Date, in the Debtors’ discretion, subject to the consent of the 

Prepetition Secured Parties and the Purchaser.

c. Voting: Class 6 is Unimpaired/Impaired under the Plan. Holders of a Class 

6 Intercompany Interests are proponents of the Plan within the meaning of 

section 1129 of the Bankruptcy Code. Therefore, the vote of such Holders 

to accept or reject the Plan will not be solicited.

7. Class 7 — KidKraft Intermediate Holdings, LLC Interests

a. Classification: Class 7 consists of all KidKraft Intermediate Holdings, LLC 

Interests.

b. Treatment: All prepetition Interests in KidKraft Intermediate Holdings, 

LLC will be canceled on the Effective Date and Holders shall receive no 

recovery or distribution on account of their Interests.

c. Voting: Class 7 is Impaired under the Plan. For purposes of solicitation, it 

is presumed that Holders of Class 7 KidKraft Intermediate Holdings, LLC 

Interests shall not receive any distribution on account of such KidKraft 

Intermediate Holdings, LLC Interests and will be conclusively deemed to 

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have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. 

Therefore, such Holders will not be entitled to vote to accept or reject the 

Plan.

C. Special Provision Governing Unimpaired or Reinstated Claims

Nothing under the Plan shall affect the Debtors’, the Wind Down Estate’s, or the Wind 

Down Administrator’s (as applicable) claims, Causes of Action, rights, or defenses in respect of 

any Unimpaired Claims or Reinstated Claims, including all rights in respect of legal and equitable 

defenses to or setoffs or recoupment against any such Unimpaired Claims or Reinstated Claims. 

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

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of 

Confirmation by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to 

Article III.B of the Plan. The Debtors reserve the right to modify the Plan in accordance with 

Article X of the Plan to the extent, if any, that Confirmation pursuant to section 1129(b) of the 

Bankruptcy Code requires modification, including by modifying the treatment applicable to a 

Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent 

permitted by the Bankruptcy Code and the Bankruptcy Rules.

E. Elimination of Vacant Classes

Any Class of Claims that does not contain an Allowed Claim or a Claim temporarily 

Allowed by the Bankruptcy Court for voting purposes as of the date of the Confirmation Hearing 

shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and 

for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 

1129(a)(8) of the Bankruptcy Code.

F. Voting Classes; Presumed Acceptance by Non-Voting Classes

If a Class contains Claims eligible to vote and no Holder of Claims eligible to vote in such 

Class votes to accept or reject the Plan, the Plan shall be presumed accepted by such Class.

G. Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Interests, or any Class of Claims or 

Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such 

controversy on or before the Confirmation Date

H. Subordinated Claims

The allowance, classification, and treatment of all Claims and Interests and the respective 

distributions and treatments under the Plan take into account and conform to the relative priority 

and rights of the Claims and Interests in each Class in connection with any contractual, legal, and 

equitable subordination rights relating thereto, whether arising under general principles of 

equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to 

section 510 of the Bankruptcy Code, the Debtors, Wind Down Estate, the Wind Down 

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Administrator, the GUC Trust, or the GUC Trustee (as applicable) reserve(s) the right to reclassify 

any Claim or Interest in accordance with any contractual, legal, or equitable subordination relating 

thereto.

ARTICLE IV.

MEANS FOR IMPLEMENTATION OF THE PLAN

A. Means for Implementation 

1. Sale Transaction 

On the Effective Date, the applicable Debtors shall consummate the Sale Transaction and 

the Transferred Assets shall vest in the Purchaser free and clear of all Liens, Claims, charges, or 

encumbrances pursuant to section 1123 of the Bankruptcy Code and the CCAA and the Sale 

Transaction Documents; provided, that, the conditions precedent set forth in the Purchase 

Agreement shall have been satisfied or waived in accordance with the terms thereof. Upon entry 

of the Sale Approval Order by the Bankruptcy Court and the Sale Recognition Order by the CCAA 

Court, all matters provided for under the Purchase Agreement and the other Sale Transaction 

Documents will be deemed authorized and approved without any requirement of further act or 

action by the Debtors or the Debtors’ governing bodies. The applicable Debtors are authorized to 

execute and deliver, and to consummate the transactions contemplated by the Sale Transaction 

Documents, as well as to execute, deliver, file, record and issue any documents, or agreements in 

connection therewith, without further notice to or order of the Bankruptcy Court or the CCAA 

Court, act or action under applicable law, regulation, order, or rule or the vote, consent, 

authorization or approval of any Entity.

In the alternative, the Plan shall serve as a motion under section 363 of the Bankruptcy 

Code to authorize the sale of the Transferred Assets pursuant to the terms of the Sale Transaction 

Documents. Section 363(f) of the Bankruptcy Code provides that the Debtors’ assets may be sold 

free and clear of any and all liens, claims, interests, and encumbrances with any such liens, claims, 

interests, and encumbrances attaching to the proceeds of the Sale Transaction. The Debtors submit 

that the Sale Transaction satisfies the requirements of section 363(f) of the Bankruptcy Code. To 

the extent a party objects to Sale Transaction on the basis that it holds a lien or encumbrance on 

the Transferred Assets, the Debtors believe that any such party could be compelled to accept a 

monetary satisfaction of such claims under section 365(f)(5) of the Bankruptcy Code and the 

CCAA. In addition, to the extent the Debtors discover any party may hold a lien on all, or a portion 

of, the Assets, the Debtors have provided such party with notice of, and an opportunity to object 

to, the Sale Transaction. Absent objection, each such party will be deemed to have consented to 

the sale of the Transferred Assets. 

Except as otherwise expressly provided in the Sale Transaction Documents, (a) the 

Purchaser and all of its Affiliates shall not be liable for any Claims against the Debtors or any of 

their predecessors or direct or indirect subsidiaries, and (b) neither the Purchaser nor any of its 

affiliates shall have successor or vicarious liabilities of any kind or character, including under any 

theory of successor or transferee liability, labor, employment, tort, products liability, or benefits 

law, whether known or unknown as of the closing, then existing or hereafter arising, whether fixed 

or contingent, asserted or unasserted, liquidated or unliquidated, in each case, with respect to the 

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Debtors or any obligations of the Debtors arising prior to the closing, including liabilities on 

account of any taxes arising, accruing or payable under, out of, in connection with, or in any way 

relating to the operation of the Debtors prior to the closing (except as otherwise expressly provided 

in the Sale Transaction Documents). For the avoidance of doubt, any Avoidance Actions 

purchased by the Purchaser will not be pursued by the Purchaser.

The transactions contemplated by the Sale Transaction Documents are undertaken by the 

applicable Debtors and the Purchaser without collusion and in good faith, as that term is defined 

in section 363(m) of the Bankruptcy Code, and accordingly, the reversal or modification on appeal 

of the authorization provided therein to consummate the Sale Transaction shall not affect the 

validity of such sale, unless such authorization and consummation of such sale are duly stayed 

pending such appeal. The Purchaser is a good faith purchaser within the meaning of section 

363(m) of the Bankruptcy Code and, as such, is entitled to the full protections of section 363(m) 

of the Bankruptcy Code.

2. Break-Up Fee and Expense Reimbursement

Consistent with the Sale Transaction Documents, the payment of the Break-Up Fee and 

Expense Reimbursement for the Purchaser are hereby authorized in the event: (i) the Debtors that 

are party to the Purchase Agreement consummate or enter into a Qualifying Alternative 

Transaction and the Purchase Agreement is terminated in connection therewith; (ii) the Debtors 

that are party to the Purchase Agreement publicly announce or support any plan of reorganization 

or plan of liquidation other than the Plan and other than a plan that includes a conversion of any 

of the Chapter 11 Cases to chapter 7 of the Bankruptcy Code or that would not prevent or materially 

delay consummation of the Closing (as defined in the Purchase Agreement) in accordance with 

the terms of the Purchase Agreement; or (iii) the board of directors or board of managers, as 

applicable, of any Debtor that is party to the Purchase Agreement determines, in good faith based 

upon advice of outside legal counsel, that proceeding with the Purchase Agreement or the 

transactions contemplated thereunder (including the Plan or solicitation of the Plan) or taking any 

action (or refraining from taking any action) in relation thereto, would be inconsistent with the 

exercise of its fiduciary duties under applicable law, and the Purchase Agreement is terminated in 

connection therewith (in each of the foregoing cases as further set forth in and subject to the terms 

of the Purchase Agreement). The potential remedy of the Break-Up Fee and Expense 

Reimbursement was a condition of the Purchaser entering into the Purchase Agreement, which is 

the best option for the Debtors to maximize the value of their estates. The Break-Up Fee and 

Expense Reimbursement are the product of arm’s-length, good faith negotiations among the 

Debtors and the Purchaser, and as a result, the Debtors believe that the agreement to pay such fees 

to the Purchaser (if and when the same become due to the Purchaser pursuant to, and in accordance 

with the terms and conditions in, the Purchase Agreement) is a valid exercise of their business 

judgment and should be approved if required under the Sale Transaction Documents. 

3. Transactions with Netherlands Affiliates

On or prior to the closing of the transactions contemplated by the Purchase Agreement, the 

assets of the Netherlands Subsidiaries that would otherwise be Transferred Assets under the 

Purchase Agreement if such assets were owned by a Seller (as defined in the Purchase Agreement)

shall be sold to KidKraft, or another Debtor designated by KidKraft, in exchange for the portion

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of the Purchase Price attributable to such assets (the “Netherlands Asset Sale”). The transactions 

contemplated by the Netherlands Asset Sale are undertaken by the Netherlands Subsidiaries and 

the Debtors without collusion and in good faith. The Netherlands Subsidiaries’ assets that do not

become Transferred Assets shall be liquidated with the consent of the Prepetition Secured Parties 

and the Netherlands Subsidiaries (the “Netherlands Liquidation”). The Netherlands Subsidiaries 

will create a right of pledge in favor of the Prepetition Secured Parties over the proceeds of the 

Netherlands Asset Sale and the proceeds of the Netherlands Liquidation.

The proceeds of the Netherlands Asset Sale (i.e. the Foreign Sale Reserve) and proceeds 

of the Netherlands Liquidation, in each case with the consent of the Prepetition Secured Parties, 

shall be used to implement the orderly out-of-court wind down of the Netherlands Subsidiaries 

(the “Netherlands Wind Down,” collectively, with the Netherlands Asset Sale and Netherlands 

Liquidation, the “Netherlands Transactions”). 

To the extent proceeds of the Netherlands Asset Sale (i.e. the Foreign Sale Reserve) or 

Netherlands Liquidation remain, after the Netherlands Wind Down is complete, such proceeds 

shall be distributed to the Prepetition Secured Parties in a manner to be determined by the 

Prepetition Secured Parties, the Debtors, and the Wind Down Administrator, as applicable, and 

the Netherlands Subsidiaries. Following the distribution of such proceeds, the Prepetition Secured 

Parties and the Netherlands Subsidiaries shall execute a mutual release of all Claims and Causes 

of Action.

Upon the Bankruptcy Court entering the Sale Approval Order, the Netherlands Asset Sale 

will be deemed authorized and approved without any requirement or further act or action by the 

Debtors or the Debtors’ governing bodies. 

4. Vesting of Wind Down Estate Assets in the Wind Down Estate

Except as otherwise provided in the Plan, the Plan Supplement, or the Confirmation Order, 

on the Effective Date, all Wind Down Estate Assets (including all interests, rights, and privileges 

related thereto) and all GUC Trust Assets (solely until the GUC Trust Assets Transfer occurs) in 

each Estate and all Causes of Action that are retained under the Plan shall vest in the Wind Down 

Estate, to be administered by the Wind Down Administrator in accordance with the Plan, free and 

clear of all Claims, Liens, and encumbrances (except for the Wind Down Claims) to the fullest 

extent provided by section 363 or 1123 of the Bankruptcy Code; provided that, for the avoidance 

of doubt, no Assets that are, or shall be, transferred to Purchaser as Transferred Assets before or 

after the Effective Date in accordance with the Purchase Agreement and the Sale Approval Order

shall vest in the Wind Down Estate.

The vesting of the Wind Down Estate Assets, as authorized by the Plan, shall not be 

construed to destroy or limit any such Assets or rights or be construed as a waiver of any right, 

and such rights may be asserted by the Wind Down Estate as if such Asset or right was still held 

by the Debtors.

On the next Business Day following the GUC Settlement Opt-In Election Deadline, the 

Wind Down Estate shall complete the GUC Trust Assets Transfer.

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5. Wind Down Administrator

The Wind Down Administrator shall be selected by the Debtors, with the consent of the 

Prepetition Secured Parties and the DIP Secured Parties. The Wind Down Administrator shall be 

the successor to and representative of the Estate of each of the Debtors appointed pursuant to 

section 1123(b)(3)(B) of the Bankruptcy Code. The powers, rights, and responsibilities of the 

Wind Down Administrator shall include the authority and responsibility to fulfill the obligations 

of the Plan consistent with the Confirmation Order.

On the Effective Date, the authority, power, and incumbency of the Persons acting as 

managers, directors, and officers of the Debtor entities comprising the Wind Down Estate shall 

vest in the Wind Down Administrator. The Wind Down Administrator shall be appointed the sole 

manager, sole director, and sole officer of the Debtor entities comprising the Wind Down Estate, 

as applicable, and shall succeed to the powers of the Debtors’ managers, directors, and officers. 

From and after the Effective Date, the Wind Down Administrator shall be the sole Representative 

of the Wind Down Estate and shall have the authority to sell, liquidate, or otherwise dispose of 

any and all of the Wind Down Estate Assets without any additional notice to or approval from the 

Bankruptcy Court.

In the event the Wind Down Administrator becomes incapacitated or unable to continue 

serving in such role for any reason, the Prepetition Secured Parties shall select a suitable 

replacement Wind Down Administrator as promptly as possible without the need for any further 

action or order of the Bankruptcy Court.

6. Wind Down Transactions 

The Wind Down Administrator shall retain the authority to take all necessary actions to 

wind down the operations of the Wind Down Estate and dissolve the entities comprising the Wind

Down Estate, to the extent required by applicable law. Subject in all respects to the terms of this 

Plan, the Wind Down Administrator shall have the power and authority to take any action 

necessary to dissolve the entities comprising the Wind Down Estate, and may: (i) file a certificate 

of dissolution for the Wind Down Estate, together with all other necessary corporate and company 

documents, to effect the dissolution of the Wind Down Estate under applicable laws; (ii) complete 

and file all final or otherwise required federal, state, and local tax returns and pay all required 

taxes, and pursuant to section 505(b) of the Bankruptcy Code, request an expedited determination 

of any unpaid tax liability of any of the Debtors, their respective Estates, or the entities comprising 

the Wind Down Estate for any tax incurred during the administration of these Chapter 11 Cases, 

as determined under applicable tax laws; and (iii) represent the interests of the Debtors, their

respective Estates, and entities comprising the Wind Down Estate before any taxing authority in 

all tax matters, including any action, suit, proceeding, or audit. 

Any applicable filing by the Wind Down Administrator of any certificates of dissolution

(or similar documentation) of the entities comprising the Wind Down Estate shall be authorized 

and approved in all respects without further action under applicable law, regulation, order, or rule, 

including any action by the stockholder, members, officers, board of directors, or board of 

managers of the Debtors or any of their respective Affiliates. As the entities comprising the Wind

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Down Estate will be dissolved upon completion of the administration of this Plan, no new 

corporate organizational documents will be executed by the Wind Down Administrator.

For the avoidance of doubt, the Wind Down Administrator shall not be empowered to

perform any actions designated to the GUC Trust or the GUC Trustee under the Plan or the GUC 

Trust Agreement.

7. Fees and Expenses of the Wind Down Administrator

The Wind Down Estate Expenses shall be paid after the Effective Date solely using the 

Post-Sale Reserve. The Wind Down Administrator, on behalf of the Wind Down Estate, may 

employ, without further order of the Bankruptcy Court, professionals (including professionals 

previously employed by the Debtors) to assist in carrying out duties for the Wind Down Estate and 

may compensate and reimburse the expenses of such professionals in the ordinary course, without 

further order of the Bankruptcy Court, subject to the Post-Sale Reserve.

8. Settlement of Claims

Except as otherwise provided in the Plan, on and after the Effective Date, the Wind Down 

Administrator may compromise or settle any Claims related to the Wind Down Estate Assets 

without supervision or approval by the Bankruptcy Court and free of any restrictions of the 

Bankruptcy Code or Bankruptcy Rules and may pay the charges that it incurs on or after the 

Effective Date for Wind Down Estate Expenses, professionals’ fees, disbursements, expenses, or 

related support services (including fees relating to the preparation of Professional fee applications) 

without application to the Bankruptcy Court.

9. Sales of Assets by the Wind Down Estate

The Wind Down Administrator may conduct any sales or liquidations of De Minimis 

Assets on any terms it deems reasonable, subject to the consent of the Prepetition Secured Parties 

(with such consent not to be unreasonably withheld), without further order of the Bankruptcy 

Court. In lieu of conducting sales or liquidating its assets, with the consent of the Prepetition 

Secured Parties, the Wind Down Administrator may transfer any Wind Down Estate Assets to the 

Prepetition Secured Parties free and clear of all liens, claims, and encumbrances after the Effective 

Date.

10. Abandonment of Assets by the Wind Down Estate

The Wind Down Administrator may, with the consent of the Prepetition Secured Parties, 

on no less than 14 days’ written notice to the U.S. Trustee, abandon any Wind Down Estate Assets 

which the Wind Down Administrator determines are burdensome to the Wind Down Estate, 

including any pending adversary proceeding or other legal action commenced or commenceable 

by any Debtor prior to the Effective Date; provided that if the U.S. Trustee provides a written 

objection to the Wind Down Administrator prior to the expiration of such 14 day period with 

respect to the proposed abandonment of any Wind Down Estate Asset, then such property may be 

abandoned only pursuant to an order by the Bankruptcy Court.

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11. Plan Distributions

a. Sources of Consideration for Plan Distributions

On the Effective Date, the Debtors will fund the Debtors’ distributions under the Plan with 

(i) the proceeds of the Sale Transaction, subject in all respects to amounts held-back in accordance 

with the Purchase Agreement, (ii) the Administrative Expense Claim, Priority Tax Claim, and 

Other Priority Claim Backstop Amount, (iii) the Debtors’ available Cash on hand, and (iv) with 

the consent of the DIP Secured Parties, the proceeds of the DIP Facility. After the Effective Date, 

other than with respect to funds held in the Professional Fee Escrow Account, the Post-Sale 

Reserve shall be held in a separate account from any other funds held by the Wind Down Estate.

b. Professional Fee Escrow Account

The Professional Fee Reserve Amount shall be held in trust in a segregated Professional 

Fee Escrow Account by the Wind Down Administrator for distributions or payment in accordance 

with the terms of Article II of the Plan. 

12. Corporate Existence

On or after the Effective Date, each of the Debtors will be subject to a Dissolution

Transaction. The equity or membership interests of each Debtor entity that is not subject to a 

Dissolution Transaction on the Effective Date will vest in the Wind Down Estate pursuant to this

Plan. For the avoidance of doubt, the Debtor entities that are not subject to a Dissolution

Transaction on the Effective Date will continue to exist after the Effective Date for the limited 

purpose of completing the GUC Trust Assets Transfer and the Wind Down Transactions. Promptly 

after completing the Wind Down Transactions, such entities shall be dissolved by the Wind Down 

Administrator.

13. Dissolution Transactions

On or after the Effective Date, the Debtors or the Wind Down Administrator will enter into 

such Dissolution Transactions and will take such actions as may be necessary or appropriate to 

merge, dissolve, or otherwise terminate the corporate existence of the Debtors. The actions to 

effect the Dissolution Transactions may include: (i) the execution and delivery of appropriate 

agreements or other documents of transfer, merger, consolidation, disposition, liquidation, or 

dissolution containing terms that are consistent with the terms of the Plan and that satisfy the 

requirements of applicable law, as well as other terms to which these entities may agree; (ii) the 

execution and delivery of appropriate instruments of transfer, assignment, assumption, or 

delegation of any asset, property, right, liability, duty or obligation on terms consistent with the 

terms of the Plan and having such other terms as these entities may agree; (iii) the filing of 

appropriate certificates or articles of merger, consolidation, continuance, or dissolution or similar 

instruments with the applicable governmental authorities; and (iv) the taking of all other actions 

that the Wind Down Administrator determines to be necessary or appropriate, including making 

other filings or recordings that may be required by applicable law in connection with the 

Dissolution Transactions.

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14. Recourse Solely to Wind Down Estate Assets

All Claims against the Debtors and against the GUC Trust are deemed satisfied, waived, 

and released as to the Debtors and the GUC Trust, as applicable, in exchange for the treatment of 

such Claims under the Plan or the distributions made from the GUC Trust, and Holders of Allowed 

Claims against any Debtor will have recourse solely to the Wind Down Estate Assets (and, in the 

case of the Prepetition Secured Parties, to the unused amounts, if any, of the Post-Sale Reserve 

and Professional Fee Escrow Account) for the payment of their Allowed Claims in accordance 

with the terms of the Plan. There will be no recourse for claims other than as to non-Debtors.

15. Cancellation of Existing Securities and Agreements

On the Effective Date, except to the extent otherwise expressly provided in the Plan

(including with respect to the Prepetition Credit Agreement Documents), (i) all notes, bonds, 

debentures, instruments, certificates, credit agreements, indentures, collateral documents, 

guarantees, filings, recordings, registrations, and other documents and instruments evidencing, 

securing, or governing Claims or Interests, and any Interests that are not represented by certificates 

or other instruments, shall be canceled, terminated, released, and surrendered automatically 

without any action on the part of any party, (ii) all Liens of any nature or any assets of any Debtor 

securing, or purporting to secure, such Claims shall be fully, finally, and irrevocably released and 

extinguished automatically without any action on the part of any party (and (x) the Debtors are 

hereby irrevocably authorized to make such filings, recordings, registrations, and notifications, 

and take such other actions, as the Debtors shall deem necessary or advisable to carry out such 

release and extinguishment and (y) the holders of such Claims shall take such actions and execute 

such instruments as the Debtors may reasonably request to carry out such release and 

extinguishment) and (iii) the obligations of the Debtors in respect of such Claims or in any way 

related thereto or arising therefrom (except with respect to any Indemnification Obligations, which 

obligations shall be assumed and assigned as set forth in Article V.G of the Plan) shall be deemed 

satisfied in full, terminated, canceled, released, and of no force or effect against the Debtors or the 

Wind Down Estate, without any further action on the part of the Debtors, the Wind Down Estate, 

or any other Person. Holders of or parties to such canceled instruments, Securities, and other 

documentation will have no rights arising from or relating to such instruments, Securities, and 

other documentation, or the cancellation thereof, except the rights provided for pursuant to the 

Plan. To the extent applicable, the Debtors’ corporate charters shall be deemed amended by the 

Confirmation Order to provide that no nonvoting equity securities will be issued and to otherwise 

comply with the requirements of section 1123(a)(6) of the Bankruptcy Code.

Notwithstanding anything to the contrary herein, but subject to any applicable provisions 

of Articles IV and VI of the Plan, the Prepetition Credit Agreement Documents shall continue in 

effect as between all Debtors and the non-Debtors party thereto until the wind down of the Debtors 

and the Netherlands Wind Down is complete. Following completion of the wind down of the 

Debtors and the Netherlands Wind Down and distribution of the proceeds after the Netherlands 

Wind Down is complete, if any, to the Prepetition Secured Parties, as provided in Article IV of the 

Plan, the Prepetition Credit Agreement Documents shall be canceled and surrendered and the 

obligations of the Debtors thereunder or in any way related thereto shall be deemed satisfied in 

full, canceled, and of no force or effect against the Debtors or the Wind Down Estate, without any 

further action on the part of the Debtors, the Wind Down Estate, or any other Person. Except as 

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provided in the Plan (including Article VI of the Plan), on the Effective Date, the Prepetition Credit 

Agreement Agent, its respective agents, successors, and assigns shall be automatically and fully 

discharged of all of their duties and obligations associated with the Prepetition Credit Agreement 

Documents (as applicable). The commitments and obligations (if any) of the Prepetition Credit 

Agreement Lenders to extend any further or future credit or financial accommodations to any of 

the Debtors, any of their respective subsidiaries, including, any non-Debtors, or any of their 

respective successors or assigns under the Prepetition Credit Agreement Documents shall fully 

terminate and be of no further force or effect on the Effective Date.

16. Release of Liens

Except for the Wind Down Claims (which include the Prepetition Secured Party Liens 

securing such Claims), and as otherwise provided in the Plan or in any contract, instrument, release 

or other agreement or document entered into or delivered in connection with the Plan, on the 

Effective Date concurrently and consistent with the treatment provided for Claims and Interests in 

Article III, all mortgages, deeds of trust, Liens against, security interests in, or other encumbrances 

or interests in property of any Estate shall be deemed fully released and discharged. After the wind 

down of the Debtors and the Netherlands Wind Down is complete and after the proceeds of the 

Netherlands Asset Sale and Netherlands Liquidation, if any, are indefeasibly distributed in Cash 

to the Prepetition Secured Parties as provided in Article IV of the Plan, all mortgages, deeds of 

trust, Liens against, security interests in, or other encumbrances or interests in property of any 

Estate on account of the Wind Down Claims shall be deemed fully released and discharged. 

Notwithstanding anything contained herein to the contrary, until completion of the wind down of 

the Debtors and the Netherlands Wind Down and distribution of the proceeds after the Netherlands 

Wind Down is complete, if any, to the Prepetition Secured Parties, as provided in Article IV of the 

Plan, the Plan shall not operate as a waiver of any right, power or remedy of the Prepetition Agent 

or Prepetition Lenders, or constitute a waiver of any provision of the Prepetition Credit Agreement 

Documents in respect of any non-Debtor affiliate of the Debtors party thereto and the obligations 

of the non-Debtor affiliates thereunder shall remain in full force and effect.

17. Corporate Governance, Directors and Officers.

a. Certificates of Incorporation and Bylaws

Consistent with the Plan, all existing certificates of incorporation and by-laws will be 

canceled; accordingly, no new certificates of incorporation and by-laws will be necessary for any 

Debtors. Certain of the Debtor entities comprising the Wind Down Estate will continue to exist 

after the Effective Date for the purpose of completing the GUC Trust Assets Transfer and the Wind 

Down Transactions. 

b. Directors and Officers

As of the Effective Date, the term of the current members of the boards of directors or 

boards of managers, as applicable, of KidKraft and its Debtor Affiliates shall expire automatically 

and each person serving as a director of KidKraft and each of its Debtor Affiliates shall be removed 

and shall be deemed to have resigned and cease to serve automatically. Consistent with the Plan, 

each of the Estates will vest in the Wind Down Estate effective as of the Effective Date and, thus, 

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no individuals will serve as directors, officers, or voting trustees after the Effective Date for any 

Debtors. The Wind Down Administrator will be the sole member, manager, director, officer, or 

other governing body or controlling authority of each Debtor entity that is not subject to a 

Dissolution Transaction on the Effective Date. 

18. Insurance Policies

To the extent that any of the Debtors’ insurance policies constitute Executory Contracts, 

such insurance policies and any agreements, documents, or instruments relating thereto, are treated 

as and deemed to be Executory Contracts under the Plan and shall be assumed by the Debtors and 

assigned to the Wind Down Estate on the Effective Date. All other insurance policies shall vest 

in the Wind Down Estate.

19. D&O Liability Insurance Policies

Notwithstanding anything in the Plan to the contrary, as of the Effective Date, the Debtors 

shall be deemed to assume and vest in the Wind Down Estate all D&O Liability Insurance Policies

(including tail coverage liability insurance) pursuant to section 365(a) of the Bankruptcy Code, to 

the extent they are Executory Contracts. Entry of the Confirmation Order will constitute the 

Bankruptcy Court’s approval of the Debtors’ assumption of each of the D&O Liability Insurance 

Policies, to the extent they are Executory Contracts. Notwithstanding anything to the contrary 

contained in the Plan, Confirmation of the Plan shall not discharge, impair, or otherwise modify 

any indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance 

Policies, and each such indemnity obligation will be deemed and treated as an Executory Contract 

that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, 

and shall survive the Effective Date. On the Effective Date, all D&O Liability Insurance Policies 

shall vest in the Wind Down Estate consistent with the Confirmation Order without further order 

of the Bankruptcy Court.

20. Preservation of Causes of Action

Except as provided in the Plan, or in any contract, instrument, release, or other agreement 

entered into or delivered in connection with the Plan, in accordance with section 1123(b) of the 

Bankruptcy Code, the Wind Down Estate will retain and may enforce any claims, demands, rights, 

and causes of action that any Estate may hold against any Person to the extent not satisfied, settled, 

and released under the Plan or otherwise, including the Retained Causes of Action; provided that, 

the Wind Down Estate will not retain any Causes of Action (including Avoidance Actions) that 

are assigned to Purchaser as Transferred Assets in connection with the Sale Transaction that may 

be included in the GUC Trust Assets and transferred to the GUC Trust or are transferred to the 

GUC Trust in accordance with the Plan. The Wind Down Administrator may pursue any such 

retained claims, demands, rights, or causes of action, as appropriate, in accordance with the best 

interests of the Wind Down Estate. Except to the extent any such claim is specifically satisfied, 

settled, and released herein, in accordance with and subject to any applicable law, the Debtor’s 

inclusion or failure to include any Cause of Action on the List of Retained Causes of Action shall 

not be deemed an admission, denial, or waiver of any claims, demands, rights, or causes of action 

that the Debtor or Estate may hold against any Person. Except to the extent any such claim is 

specifically satisfied, settled, and released herein, the Debtor intends to preserve those claims, 

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demands, rights, or causes of action designated as Retained Causes of Action. For the avoidance 

of doubt, in no instance will any Cause of Action preserved pursuant to this Article IV.A.20 include 

any claim or Cause of Action with respect to, or against, a Released Party.

21. Substitution in Pending Legal Actions

On the Effective Date, the Wind Down Estate or the Wind Down Administrator, as 

applicable, shall be deemed to be substituted as the party to any litigation in which the Debtors are 

a party, including (but not limited to) (i) pending contested matters or adversary proceedings in 

the Bankruptcy Court or the CCAA Court, (ii) any appeals of orders of the Bankruptcy Court, and 

(iii) any state court or federal or state administrative proceedings or equivalent in Canada or any 

other applicable jurisdiction pending as of the Petition Date. The Wind Down Administrator and 

its professionals are not required to, but may, take such steps as are appropriate to provide notice 

of such substitution.

22. Effectuating Documents; Further Transactions

The Debtors (prior to the Effective Date) and the Wind Down Administrator (on or after 

the Effective Date) are authorized to and may issue, execute, deliver, file, or record such contracts, 

securities, instruments, releases, and other agreements or documents and take such actions as may 

be necessary or appropriate to effectuate, implement, and evidence the terms and conditions of the 

Plan, the Purchase Agreement, and the Dissolution Transactions, in each case, in the name of and 

on behalf of any Debtor or the Wind Down Estate, as applicable, without the need for any 

approvals, authorizations, or consents except those expressly required pursuant to the Plan.

Pursuant to section 1146(a) of the Bankruptcy Code, the following will not be subject to

any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, real estate 

transfer tax, sales or use tax, mortgage recording tax, Uniform Commercial Code filing or 

recording fee, regulatory filing or recording fee or other similar tax or governmental assessment: 

(a) any transfer made by the Debtors to the Wind Down Estate; (b) any transfer made by the 

Debtors and, if applicable, the Wind Down Estate to the Purchaser pursuant to the Plan, the 

Purchase Agreement, and/or the Sale Order; (c) any sales made by the Wind Down Estate to

liquidate such assets in the trust and convert such assets into Cash; (d) the making or assignment 

of any lease or sublease; (e) any Dissolution Transaction; and (f) the making or delivery of any 

deed or other instrument of transfer under, in furtherance of or in connection with the Plan, 

including any merger agreements, agreements of consolidation, restructuring, disposition, 

liquidation or dissolution, deeds, bills of sale, or assignments executed in connection with any of 

the foregoing or pursuant to the Plan.

B. Restructuring Support Agreement

Upon the later of (i) the Effective Date or (ii) the consummation of the Sale Transaction, 

any surviving obligations under the Restructuring Support Agreement shall terminate on a final 

basis.

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C. Global Settlement

1. GUC Trust

On the Effective Date, the GUC Trust will be established with the primary purpose of 

liquidating the GUC Trust Assets and making distributions to GUC Trust Beneficiaries on account 

of their Allowed General Unsecured Claims. 

Subject to and to the extent set forth in the Plan, the Confirmation Order, the GUC Trust 

Agreement, or any other order of the Bankruptcy Court entered in connection therewith, the GUC

Trust shall be empowered to: (a) perform all actions and execute all agreements, instruments, and 

other documents necessary to implement the terms of the Plan to the extent applicable to the GUC 

Trust; (b) establish, maintain, and administer the GUC Trust Accounts; (c) accept, preserve, 

receive, collect, manage, invest, sell, liquidate, transfer, supervise, and protect, as applicable, the 

GUC Trust Assets (directly or through its professionals or a Disbursing Agent), in accordance with 

the Plan; (d) subject to the GUC Trust Agreement, the Plan, and the Confirmation Order, as 

applicable, review, reconcile, settle, or object to all General Unsecured Claims that are not Allowed

Claims as of the Effective Date pursuant to the procedures for allowing or disputing Claims 

prescribed in the Plan; (e) calculate and make distributions of the proceeds of the GUC Trust Assets 

to Holders of Allowed General Unsecured Claims that are GUC Trust Beneficiaries in accordance 

with the terms of the Plan and the GUC Trust Agreement and otherwise implement the terms of 

the Plan to the extent applicable to the GUC Trust; (f) retain, compensate, and employ 

professionals to represent or advise the GUC Trust; (g) file, in accordance with the GUC Trust 

Agreement, appropriate tax returns on behalf of the GUC Trust and pay any and all taxes or other 

obligations arising in connection therewith; (h) exercise such other powers as may be vested in the 

GUC Trust under the GUC Trust Agreement and the Plan, or as are deemed by the GUC Trustee 

to be necessary and proper to implement the provisions of the Plan and the GUC Trust Agreement; 

and (i) terminate the GUC Trust in accordance with the terms of the GUC Trust Agreement. For 

the avoidance of doubt, the GUC Trust shall not be empowered with performing any actions 

designated to the Wind Down Estate created pursuant to Article IV.A of the Plan and shall have 

no authority to pursue any Claims or Causes of Action against Released Parties or Exculpated 

Parties.

Notwithstanding anything to the contrary in this Article IV.C, the GUC Trust shall have

no objective to continue or engage in the conduct of a trade or business except to the extent 

reasonably necessary to, and consistent with, the GUC Trust’s purpose as described herein and in 

the GUC Trust Agreement and as may be reasonably necessary to conserve and protect the GUC

Trust Assets and provide for the orderly liquidation and distribution thereof. Accordingly, the GUC 

Trustee shall, in an orderly manner, liquidate the GUC Trust Assets and make timely distributions 

pursuant to the Plan and not unduly prolong the duration of the GUC Trust.

The GUC Trust Beneficiaries, who will be treated as grantors and deemed owners for 

federal income tax purposes, will be holders of GUC Trust Interests. The GUC Trust shall file 

federal income tax returns for the GUC Trust as a grantor trust pursuant to Section 671 of the Tax 

Code and the Treasury Regulations promulgated thereunder. The parties shall not take any position 

on their respective tax returns with respect to any other matter related to taxes that is inconsistent 

with treating the GUC Trust as a “liquidating trust” within the meaning of Treasury Regulation 

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Section 301.7701-4(d), unless any party receives definitive guidance from the Internal Revenue 

Service.

The GUC Trust shall be responsible for paying any (i) U.S. Trustee fees accruing in relation 

to disbursements by the GUC Trust and (ii) taxes related to the GUC Trust Assets or the liquidation 

thereof. Any professionals hired by the GUC Trustee will be compensated for services in such 

capacity solely from the GUC Trust Assets or proceeds thereof.

2. Funding of and Transfer of Assets into the GUC Trust

Except as otherwise provided in the Plan or the Confirmation Order, on the next Business 

Day following the GUC Settlement Opt-In Election Deadline, the Wind Down Estate shall 

complete the GUC Trust Assets Transfer, and all such assets shall vest in the GUC Trust on such 

date, to be administered by the GUC Trustee in accordance with the Plan and the GUC Trust 

Agreement. Except as set forth in the Plan, the GUC Trust Assets shall be transferred to the GUC 

Trust free and clear of all Claims, Liens, and encumbrances to the fullest extent provided by section 

363 or 1123 of the Bankruptcy Code. All Cash amounts funded into the GUC Trust from the 

Debtors shall be funded by the U.S. Debtors.

For all federal and applicable state and local income tax purposes, all Persons (including 

without limitation the Debtors, the GUC Trustee and the GUC Trust Beneficiaries) will treat the 

transfers and assignment of the GUC Trust Assets to the GUC Trust for the benefit of the GUC

Trust Beneficiaries as (a) a transfer of the GUC Trust Assets directly to the GUC Trust 

Beneficiaries followed by (b) the transfer of the GUC Trust Assets by the GUC Trust Beneficiaries 

to the GUC Trust. The GUC Trust will be treated as a grantor trust for federal tax purposes and, to 

the extent permitted under applicable law, for state and local income tax purposes. The GUC Trust 

Beneficiaries will be treated as the grantors and deemed owners of their allocable portion of the 

GUC Trust Assets for federal income tax purposes.

The fair market value of the portion of the GUC Trust Assets that is treated for U.S. federal 

income tax purposes as having been transferred to each GUC Trust Beneficiary will be determined 

by the GUC Trustee, and all parties (including, without limitation, the GUC Trustee and the GUC

Trustee Beneficiaries) must utilize such fair market values determined by the GUC Trustee for 

federal and applicable state and local income tax purposes.

The GUC Trust’s taxable income, gain, loss, deduction or credit will be allocated to the 

GUC Trust Beneficiaries in accordance with their relative beneficial interests in the GUC Trust 

during the applicable taxable period. Such allocation will be binding on all parties for federal and 

applicable state and local income tax purposes, and the parties will responsible for the payment of 

any federal, state and local income tax due on the income and gain so allocated to them.

The act of transferring the GUC Trust Assets, as authorized by the Plan, shall not be 

construed to destroy or limit any such assets or rights or be construed as a waiver of any right, and 

such rights may be asserted by the GUC Trust as if the asset or right was still held by the Debtors.

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3. GUC Trustee

Solely with respect to the GUC Trust Assets and the administration of General Unsecured 

Claims, the GUC Trustee shall be the successor to and representative of the Estate of each of the 

Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code. The powers, rights, 

and responsibilities of the GUC Trustee shall be specified in the GUC Trust Agreement and shall 

include the authority and responsibility to fulfill the items identified in the Plan. Other rights and 

duties of the GUC Trustee and the GUC Trust Beneficiaries shall be as set forth in the GUC Trust 

Agreement.

The Committee shall select the GUC Trustee, subject to the consent, not to be unreasonably 

withheld, of the Debtors and the Prepetition Secured Parties.

4. GUC Trust Agreement

The GUC Trust Agreement will contain certain provisions to comply with Internal 

Revenue Service guidance for trusts treated as liquidating trusts. Among other things, the GUC 

Trust Agreement will require that the GUC Trust terminate no later than three years from the 

Effective Date; provided, however, that the Bankruptcy Court, upon motion by the GUC Trustee, 

may extend the term of the GUC Trust for a reasonable finite period if (a) such extension is 

necessary to the purpose of the GUC Trust, (b) the GUC Trustee receives an opinion of counsel or 

a ruling from the IRS stating that such an extension would not adversely affect the status of the 

GUC Trust as a liquidating trust for federal income tax purposes, and (c) such an extension is 

obtained within the six (6) month period prior to the GUC Trust’s third (3rd) anniversary or the 

end of the immediately preceding extension period, as applicable; provided, however, each finite 

extension may be no more than six months (and such extension shall not exceed a total of four 

extensions unless the GUC Trustee received a favorable ruling from the Internal Revenue Service 

that any further extension would not adversely affect the status of the GUC Trust as a grantor trust 

for U.S. federal income tax purposes. The GUC Trust Agreement generally will also provide for, 

among other things: (i) the payment of reasonable and documented compensation to the GUC

Trustee; (ii) the payment of other expenses of the GUC Trust; (iii) the retention of counsel, 

accountants, financial advisors, or other professionals and the payment of their compensation; 

(iv) the investment of Cash by the GUC Trustee within certain limitations; (v) the preparation and 

filing of appropriate tax returns and other reports on behalf of the GUC Trust and the Debtors and 

the payment of taxes or other obligations owed by the GUC Trust, if any; (vi) the distribution at 

least annually to the GUC Trust Beneficiaries the GUC Trust’s net Cash income and all other Cash

proceeds received by the GUC Trust in excess of an amount reasonably necessary to meet Claims 

and contingent liabilities and to maintain the value of the GUC Trust Assets; (vii) the orderly 

liquidation of the GUC Trust Assets; and (viii) any reconciliation, administration, objection, 

resolution, and distribution on account of General Unsecured Claims. For the avoidance of doubt, 

any payments to be made by the GUC Trust shall be paid solely from the GUC Trust Assets or the 

proceeds thereof.

Additional terms of the GUC Trust and Obligations of the GUC Trustee, if any, will be 

addressed in the Plan Supplement or GUC Trust Agreement, as applicable.

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5. Settlement of Claims and Causes of Action

Except as otherwise provided in the Plan or the GUC Trust Agreement, on and after the 

Effective Date, the GUC Trustee may compromise or settle any General Unsecured Claims or any 

Causes of Action that are GUC Trust Assets without supervision or approval by the Bankruptcy 

Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules and may pay the 

charges that it incurs on or after the Effective Date for GUC Trust Expenses, professionals’ fees, 

disbursements, expenses, or related support services (including fees relating to the preparation of 

Professional fee applications) without application to the Bankruptcy Court.

6. Recourse Solely to GUC Trust Assets

All Claims against the Debtors are deemed satisfied, waived, and released as to the Debtors 

in exchange for the treatment of such Claims under the Plan, and Holders of Allowed General 

Unsecured Claims against any Debtor will have recourse solely to the GUC Trust Assets for the 

payment of their Allowed General Unsecured Claims, and only if such Holder made a GUC 

Settlement Opt-In Election, all in accordance with the terms of the Plan and the GUC Trust 

Agreement. A Holder of Allowed General Unsecured Claims that does not make a GUC 

Settlement Opt-In Election will receive no recovery or distribution on account of such claims, as 

set forth in Article III.B.4 of the Plan. 

Potential Avoidance Actions against a Holder of General Unsecured Claims that is listed 

on Schedule 1 to the Global Settlement Term Sheet will (i) be purchased by the Purchaser as part 

of the Sale Transaction, subject to the occurrence of the GUC Settlement Election Opt-In Deadline, 

(ii) be held by the Wind Down Administrator pending the occurrence of the GUC Settlement 

Election Opt-In Deadline, (iii) to the extent any such Holder does not make a GUC Settlement 

Opt-In Election, will be conveyed to the Purchaser on the next Business Day following the GUC 

Settlement Opt-In Election Deadline, and (iv) will not be pursued by the Purchaser. For the 

avoidance of doubt, if a Holder of General Unsecured Claims that is listed on Schedule 1

makes a GUC Settlement Opt-In Election, any potential Avoidance Actions against such 

Holder will not be conveyed to the Purchaser and instead will become GUC Trust Assets, 

and such potential Avoidance Actions may be pursued against such Holder.

7. Distribution of GUC Trust Assets

The GUC Trust Assets, including any proceeds received by the GUC Trust on account of 

the prosecution or settlement of any commercial tort claims or Avoidance Actions that are GUC 

Trust Assets, net of any GUC Trust expenses (including professional fees) not covered by the GUC 

Trust Expense Reserve, shall be distributed at least annually as follows: 

(i) Holders of Allowed General Unsecured Claims that are GUC Trust Beneficiaries other 

than the Prepetition Secured Parties and/or DIP Secured Parties shall receive their Pro Rata 

share of 100% of the GUC Trust Assets up to $1,000,000; and

(ii) thereafter, all Holders of Allowed General Unsecured Claims that are GUC Trust 

Beneficiaries (including the Prepetition Secured Parties’ Deficiency Claims) shall receive 

their Pro Rata share of 100% of the GUC Trust Assets.

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8. MidOcean Waiver of Claims and Cash Contribution

On the Effective Date, MidOcean will (i) contribute $100,000 in Cash to the GUC Trust 

(the “Sponsor Cash Contribution”) and (ii) waive any General Unsecured Claims it may have 

against the Debtors, including any claims under the subordinated note and services agreement (the 

“Sponsor Claims Waiver”); provided, however, that nothing in the foregoing shall result in any of 

the Debtors’ directors that are MidOcean designees waiving or releasing any rights to assert 

indemnification claims against the Debtors or any of its insurance carriers or any rights as 

beneficiaries of any insurance policies.

MidOcean is a Released Party under the Plan and has provided valuable consideration to 

the Estates in the form of the Sponsor Cash Contribution and the Sponsor Claims Waiver. 

Accordingly, notwithstanding anything set forth in the Plan, neither the GUC Trust nor the Debtors 

(nor any entity on behalf of the Debtors’ Estates, including the Wind Down Estate) shall bring or 

be entitled to bring any claims or Causes of Action against (i) the Debtors’ current and former 

directors and officers appointed and/or designated by MidOcean or (ii) MidOcean or any of its 

current and former Affiliates or it or its current and former Affiliates’ current and former directors, 

managers, officers, employees, managed accounts and funds, predecessors, successors, assigns, 

subsidiaries, equity holders, members, agents, attorneys, accountants, investment bankers, 

consultants, and other professionals, each solely in their capacity as such, and all such claims shall 

be deemed and hereby are waived and released, and each of the foregoing Persons shall be a

“Released Party” for purposes of the Plan.

ARTICLE V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases

On the Effective Date, except as otherwise provided herein or in any contract, instrument, 

release, or other agreement or document entered into in connection with the Plan, the Plan shall 

serve as a motion under sections 365 and 1123(b)(2) of the Bankruptcy Code to assume, assume 

and assign, or reject Executory Contracts and Unexpired Leases, and all Executory Contracts or 

Unexpired Leases shall be rejected as of the Effective Date without the need for any further notice 

to or action, order, or approval of the Bankruptcy Court, unless such Executory Contract or 

Unexpired Lease: (i) is designated on a schedule of assumed contracts by the Purchaser; (ii) is 

designated as a Transferred Contract pursuant to the Purchase Agreement on the Schedule of 

Assumed Executory Contracts and Unexpired Leases in the Plan Supplement; (iii) was previously 

assumed or rejected by the Debtors, pursuant to a Final Order of the Bankruptcy Court; 

(iv) previously expired or terminated pursuant to its own terms or by agreement of the parties 

thereto; (v) is the subject of a motion to reject filed by the Debtors on or before the Confirmation 

Date; or (vi) is subject to a motion to reject pursuant to which the requested effective date of such 

rejection is after the Effective Date.

Entry of the Confirmation Order and/or Sale Approval Order, as applicable, shall constitute 

the Bankruptcy Court’s order approving the assumptions, assumptions and assignments, or 

rejections, as applicable, of Executory Contracts or Unexpired Leases as set forth in the Plan 

pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Each Executory Contract or 

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Unexpired Lease comprising a Transferred Contract shall re-vest in and be fully enforceable by 

the Purchaser in accordance with its terms, except as such terms may have been modified by the 

provisions of the Plan or any order of the Bankruptcy Court. Notwithstanding anything to the

contrary in the Plan, the Debtors reserve the right to, with the consent of the Purchaser, alter, 

amend, modify, or supplement the Schedule of Assumed Executory Contracts and Unexpired 

Leases at any time prior to the Effective Date on no less than two business days’ notice to the 

applicable non-Debtor counterparties.

Unless otherwise indicated, assumptions, assumptions and assignments, or rejections of 

Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective 

Date. Any motions to reject Executory Contracts or Unexpired Leases pending on the Effective 

Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date.

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases

Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim 

with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, 

pursuant to the Plan or the Confirmation Order, if any, must be Filed with the Bankruptcy Court 

in accordance with the Bar Date Order. Any Claims arising from the rejection of an Executory 

Contract or Unexpired Lease not Filed with the Bankruptcy Court within such time will be 

automatically disallowed, forever barred from assertion, and shall not be enforceable against 

the Debtors, the Wind Down Estate, the Estates, or their property (as applicable), without 

the need for any objection by the Wind Down Estate or Wind Down Administrator (as 

applicable), or further notice to, or action, order, or approval of the Bankruptcy Court or 

any other Entity, and any Claim arising out of the rejection of the Executory Contract or 

Unexpired Lease shall be deemed fully satisfied and released, notwithstanding anything in 

the Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ 

Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and 

shall be treated in accordance with Article III.B of the Plan. 

C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases

Any monetary defaults under an Executory Contract or Unexpired Lease, as reflected on 

the applicable Cure Notice, shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy 

Code, by payment of the proposed cure amount (if any) in Cash by the Debtors, the Wind Down 

Estate, or for the Transferred Contracts, by the Purchaser, as applicable, on the Effective Date or 

as soon as reasonably practicable thereafter, subject to the limitations described below or on such 

other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree.

1. Cure of Defaults for Transferred Contracts Under the Purchase Agreement

Consistent with the Purchase Agreement and subject to the terms and conditions therein, 

within three business days after the Petition Date the Debtors shall deliver a Cure Notice, in form 

and substance reasonably acceptable to Buyer, of potential assumption and assignment and 

proposed cure of the Transferred Contracts to the applicable counterparty (each a “Contract 

Counterparty”), which shall specify: (a) that such contract is contemplated to be assumed and 

assigned to Purchaser as a Transferred Contract in connection with the Sale Transactions; (b) the 

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proposed Cure Claim with respect to each Transferred Contract; (c) that each respective Contract 

Counterparty may file an objection (a “Contract Objection”) to the proposed assumption and 

assignment of the applicable Transferred Contract or the proposed Cure Claim, if any. Such

Contract Objection must (i) be in writing; (ii) comply with the Federal Rules of Bankruptcy 

Procedure and any applicable local rules of the U.S. Bankruptcy Court; (iii) be Filed with the 

Bankruptcy Court, together with proof of service, on or before 5:00 p.m. (Central Time) on the 

date that is 21 days after the date the Debtors delivered the Cure Notice (the “Cure Notice 

Objection Deadline”); (iv) be served, so such objection is actually received on or before the Cure 

Notice Objection Deadline on counsel to the Debtors, counsel to the DIP Secured Parties, counsel 

to the Purchaser, and the Office of the U.S. Trustee for the Northern District of Texas; and (v) state 

with specificity the grounds for such objection, including, without limitation, the asserted amount 

of the fully liquidated Cure Claim and the legal and factual bases for any unliquidated portion of 

the Cure Claim that the Contract Counterparty believes is required to be paid under section 

365(b)(1)(A) and (B) of the Bankruptcy Code for the applicable Transferred Contract, along with 

the specific nature and dates of any alleged defaults, the pecuniary losses, if any, resulting 

therefrom, and the conditions giving rise to any such defaults. If a Contract Counterparty files a 

Contract Objection in a manner that is consistent with the requirements set forth above and the 

parties are unable to consensually resolve the dispute prior to the Sale Hearing, the amount to be 

paid or reserved with respect to such Contract Objection will be determined at the Confirmation 

Hearing or such other date determined by the U.S. Bankruptcy Court.

2. Cure of Defaults for Other Assumed Executory Contracts and Unexpired Leases

For all other Executory Contracts or Unexpired Leases not deemed “Transferred 

Contracts,” at least 14 days before the Confirmation Hearing, the Debtors shall distribute, or cause 

to be distributed, Cure Notices of proposed assumption and proposed cure amounts to the 

applicable third parties. Unless otherwise agreed upon in writing by the parties to the applicable 

Executory Contract or Unexpired Lease, any objection by a counterparty to an Executory Contract 

or Unexpired Lease to a proposed assumption or related cure amount paid or proposed to be paid 

by the Debtors or the Wind Down Estate to such counterparty must be filed with the Bankruptcy 

Court and served on and actually received by the Debtors at least 7 days before the Confirmation 

Hearing. Any counterparty that fails to timely object to the proposed assumption or proposed 

cure amount shall be deemed to have assented to such assumption and cure amount, and any 

such objection shall be Disallowed and forever barred, estopped, and enjoined from 

assertion, and shall not be enforceable against the Debtors or the Wind Down Estate, without 

the need for any objection by the Wind Down Estate or any other party in interest or any 

further notice to or action, order, or approval of the Bankruptcy Court. 

Any Cure Claim shall be deemed fully satisfied, released, and discharged upon payment 

by the Debtors or the Wind Down Estate of the amount set forth in the applicable Cure Notice or, 

if the Allowed Cure Claim with respect to any Executory Contract or Unexpired Lease is 

determined by a Final Order to be greater than the applicable amount set forth in the Cure Notice, 

the amount of such Allowed Cure Claim; provided, however, that following entry of a Final Order 

resolving any such dispute, the applicable Debtor shall, with the consent of the Purchaser, have 

the right to reject any Executory Contract or Unexpired Lease within thirty (30) days of such 

resolution; provided further, however, that nothing herein shall prevent the Wind Down Estate

from paying any Cure Claim despite the failure of the relevant counterparty to file such request for 

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payment of such Cure Claim. The Wind Down Estate also may settle any Cure Claim without any 

further notice to or action, order, or approval of the Bankruptcy Court. 

If there is any dispute regarding any Cure Claim, the ability of the Wind Down Estate or 

any assignee to provide “adequate assurance of future performance” within the meaning of section 

365 of the Bankruptcy Code, or any other matter pertaining to assumption, then payment of the 

Cure Claim shall occur as soon as reasonably practicable after entry of a Final Order resolving 

such dispute, approving such assumption (and, if applicable, assignment), or as may be agreed 

upon by the Debtors or the Wind Down Estate, as applicable, and the counterparty to the Executory 

Contract or Unexpired Lease, in each case with the consent of the Purchaser. Notwithstanding the 

foregoing, to the extent the dispute relates solely to any Cure Claims, the applicable Debtor may, 

with the consent of the Purchaser, assume the Executory Contract or Unexpired Lease prior to the 

resolution of any such dispute; provided, however, that the Debtor reserves Cash in an amount 

sufficient to pay the full amount reasonably asserted as the required Cure Claim by the contract 

counterparty; provided further, however, that following entry of a Final Order resolving any such 

dispute, the applicable Debtor shall, with the consent of the Purchaser, have the right to reject any 

Executory Contract or Unexpired Lease within 30 days of such resolution.

Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or 

otherwise shall result in the full release and satisfaction of any Claims or defaults, whether 

monetary or nonmonetary, including defaults of provisions restricting the change in control or 

ownership interest composition or other bankruptcy or insolvency-related defaults, arising under 

any assumed Executory Contract or Unexpired Lease at any time before the date that the Debtors 

assume such Executory Contract or Unexpired Lease. Any Proofs of Claim Filed with respect to 

an Executory Contract or Unexpired Lease that has been assumed, including pursuant to the 

Confirmation Order, shall be deemed Disallowed and expunged, without further notice to or 

action, order, or approval of the Bankruptcy Court.

D. Modifications, Amendments, Supplements, Restatements, or Other Agreements

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that 

is assumed or assumed and assigned shall include all modifications, amendments, supplements, 

restatements, or other agreements that in any manner affect such Executory Contract or Unexpired 

Lease, and Executory Contracts and Unexpired Leases related thereto, if any, including easements, 

licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other 

interests, unless any of the foregoing agreements has been previously rejected or repudiated or is 

rejected or repudiated under the Plan.

Modifications, amendments, supplements, and restatements to prepetition Executory 

Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 

Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired 

Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith.

E. Reservation of Rights

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the 

Schedule of Assumed Executory Contracts and Unexpired Leases, nor anything contained in the 

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Plan or the Sale Transaction Documents, shall constitute an admission by the Debtors, the Wind 

Down Estate, the Purchaser, or the Wind Down Administrator (as applicable) that any such 

contract or lease is in fact an Executory Contract or Unexpired Lease or that any Debtor, Wind 

Down Estate, the Purchaser, or the Wind Down Administrator (as applicable) has any liability 

thereunder. If there is a dispute regarding whether a contract or lease is or was executory or 

unexpired at the time of assumption or rejection, the Debtors, or, after the Effective Date, the Wind 

Down Estate, the Purchaser, or the Wind Down Administrator (as applicable) shall have 30 days 

following entry of a Final Order resolving such dispute to alter their treatment of such contract or 

lease.

F. Nonoccurrence of Effective Date

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain 

jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired 

Leases pursuant to section 365(d)(4) of the Bankruptcy Code.

G. Indemnification Obligations

All Indemnification Obligations shall not be discharged or impaired by Confirmation of 

the Plan or entry of the Confirmation Order and shall be assumed by the Wind Down Estate and 

remain intact, irrevocable, and shall survive the entry of the Confirmation Order and Effective 

Date of the Plan on terms no less favorable to such current and former directors, officers, managers, 

equity holders, employees, attorneys, accountants, investment bankers, and other professionals of 

any of the Debtors and such current and former directors’, officers’, and managers’ respective 

Affiliates than the Indemnification Obligations in place prior to the Petition Date, and to the extent 

any such Indemnification Obligations are obligations of a non-Debtor Affiliate of any of the 

Debtors, such Indemnification Obligations shall be assigned on the Effective Date to the Wind 

Down Estate.

ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Timing and Calculation of Amounts to Be Distributed

Unless otherwise provided in the Plan, on the Effective Date or as soon as reasonably 

practicable thereafter (or, if a Claim is not an Allowed Claim on the Effective Date, on the date 

that such Claim becomes Allowed or as soon as reasonably practicable thereafter), each Holder of 

an Allowed Claim, including any portion of a Claim that is an Allowed Claim notwithstanding that 

other portions of such Claim are a Disputed Claim, shall receive the full amount of the distributions 

that the Plan provides for Allowed Claims in each applicable Class. In the event that any payment 

or act under the Plan is required to be made or performed on a date that is not a Business Day, then 

the making of such payment or the performance of such act may be completed on the next 

succeeding Business Day, but shall be deemed to have been completed as of the required date. If 

and to the extent that there are Disputed Claims, distributions on account of any such Disputed 

Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. Except as 

otherwise provided in the Plan, Holders of Claims shall not be entitled to interest, dividends, or 

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accruals on the distributions provided for in the Plan, regardless of whether such distributions are 

delivered on or at any time after the Effective Date.

B. Disbursing Agent.

All distributions under the Plan shall be made by the Disbursing Agent. The Disbursing 

Agent shall not be required to give any bond or surety or other security for the performance of its 

duties unless otherwise ordered by the Bankruptcy Court. Additionally, in the event that the 

Disbursing Agent is so otherwise ordered, all costs and expenses of procuring any such bond or 

surety shall be borne by the Wind Down Estate or the GUC Trust (as applicable).

a. Powers of the Disbursing Agent

The Disbursing Agent shall be empowered to: (a) effect all actions and execute all 

agreements, instruments, and other documents necessary to perform its duties under the Plan; 

(b) make all distributions contemplated hereby; (c) employ professionals to represent it with 

respect to its responsibilities; and (d) exercise such other powers as may be vested in the 

Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the 

Disbursing Agent to be necessary and proper to implement the provisions of the Plan.

b. Expenses Incurred On or After the Effective Date

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable and 

documented fees and expenses incurred by the Disbursing Agent on or after the Effective Date, 

and any reasonable and documented compensation and expense reimbursement claims (including 

reasonable and documented attorney fees and expenses), made by the Disbursing Agent shall be 

paid in Cash by the Purchaser, the Wind Down Estate, or the Wind Down Administrator (as 

applicable).

c. No Liability 

Except on account of gross negligence, fraud, or willful misconduct, the Disbursing Agent 

shall have no (a) liability to any party for actions taken in accordance with the Plan or in reliance 

upon information provided to it in accordance with the Plan or (b) obligation or liability to any 

party who does not hold a Claim against the Debtors as of the Distribution Record Date or any 

other date on which a distribution is made or who does not otherwise comply with the terms of the 

Plan.

C. Delivery of Distributions and Undeliverable or Unclaimed Property

1. Delivery of Distributions

a. Distribution Record Date

As of the close of business on the Distribution Record Date, the various transfer registers 

for each of the Classes of Claims and Interests maintained by the Debtors, or their respective 

agents, shall be deemed closed, and there shall be no further changes in the record Holders of any 

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of the Claims and Interests. The Disbursing Agent shall have no obligation to recognize any 

transfer of the Claims or Interests occurring on or after the Distribution Record Date.

b. Delivery of Distributions in General

Except as otherwise provided herein, the Disbursing Agent shall make distributions to 

Holders of Allowed Claims and Allowed Interests as of the Distribution Record Date at the address 

for each such Holder as indicated on the Debtors’ records as of the date of any such distribution; 

provided, however, that the manner of such distributions shall be determined at the discretion of 

the Debtors, the Purchaser, the Wind Down Administrator, or the GUC Trustee (as applicable). 

c. Delivery of Distributions on Secured Party Claims.

The Prepetition Credit Agreement Agent shall be deemed to be the Holder of all Secured 

Party Claims for purposes of distributions to be made hereunder, and all distributions on account 

of such Allowed Claims shall be made to the Prepetition Credit Agreement Agent. As soon as 

practicable following compliance with the requirements set forth in Article VI of the Plan, the 

Prepetition Credit Agreement Agent shall arrange to deliver or direct the delivery of such 

distributions to or on behalf of the Holders of Allowed Secured Party Claims in accordance with 

the terms of the Prepetition Credit Agreement Documents, subject to any modifications to such 

distributions in accordance with the terms of the Plan.

d. Delivery of Distributions on DIP Claims

The DIP Agent shall be deemed to be the Holder of all DIP Claims for purposes of 

distributions to be made hereunder, and all distributions on account of such DIP Claims shall be 

made to the DIP Agent. As soon as practicable following compliance with the requirements set 

forth in Article VI of the Plan, the DIP Agent shall arrange to deliver or direct the delivery of such 

distributions to or on behalf of the Holders of DIP Claims in accordance with the terms of the DIP 

Facility Documents, subject to any modifications to such distributions in accordance with the terms 

of the Plan.

e. Minimum Distributions

No Distribution shall be made by the Disbursing Agent on account of an Allowed Claim if 

the amount to be distributed to the Holder of such Claim on the applicable Distribution Date has 

an economic value of less than $250.

2. Undeliverable Distributions and Unclaimed Property

In the event that any distribution to any Holder is returned as undeliverable, no distribution 

to such Holder shall be made unless and until the Debtors or the Wind Down Estate, as applicable, 

shall have determined the then-current address of such Holder, at which time such distribution 

shall be made to such Holder without interest; provided that such distributions shall be deemed 

unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one year 

from the Effective Date. After such date, all unclaimed property or interests in property shall be 

redistributed Pro Rata (it being understood that, for purposes of this Article VI.C, “Pro Rata” shall 

be determined as if the Claim underlying such unclaimed distribution had been Disallowed) 

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without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal, 

provincial, or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim 

of any Holder to such property or interest in property shall be discharged and forever barred.

D. Compliance with Tax Requirements

In connection with the Plan, to the extent applicable, the Debtors, Wind Down 

Administrator, GUC Trustee, Disbursing Agent, and any applicable withholding agent shall 

comply with all applicable tax withholding and reporting requirements imposed on them by any 

Governmental Unit, and all distributions made pursuant to the Plan shall be subject to such 

withholding and reporting requirements. Notwithstanding any provision in the Plan to the 

contrary, such parties shall be authorized to take all actions necessary or appropriate to comply 

with such withholding and reporting requirements, including liquidating a portion of the 

distribution to be made under the Plan to generate sufficient funds to pay applicable withholding 

taxes, withholding distributions until receipt of information necessary to facilitate such 

distributions, or establishing any other mechanisms they believe are reasonable and appropriate. 

For these purposes, all distributions made on behalf of the Debtors pursuant to the Plan shall if 

applicable be first in satisfaction of the portion of Claims that are not subject to any withholding 

tax obligation. All Persons holding Claims against any Debtor shall be required to provide any 

additional information reasonably necessary for the Debtors, Wind Down Administrator, GUC 

Trustee, Disbursing Agent, and any applicable withholding agent to comply with all tax 

withholding and reporting requirements imposed on them by any Governmental Unit, including 

an IRS Form W-8 or W-9, as applicable, and any other applicable tax forms. The Debtors, Wind 

Down Estate, Wind Down Administrator, GUC Trustee, and Disbursing Agent (as applicable) 

reserve the right to allocate all distributions made under the Plan in a manner that complies with 

all other legal requirements, such as applicable wage garnishments, alimony, child support, and 

other spousal awards, Liens, and encumbrances. Any amounts withheld pursuant to the Plan shall 

be deemed to have been distributed to and received by the applicable recipient for all purposes of 

the Plan. Notwithstanding any other provision of the Plan to the contrary, each Holder of an 

Allowed Claim or Allowed Interest shall have the sole and exclusive responsibility for the 

satisfaction and payment of any tax obligations imposed on such Holder by any Governmental 

Unit, including income, withholding and other tax obligations, on account of such distribution.

E. Foreign Currency Exchange Rate

Except as otherwise provided in a Bankruptcy Court order, as of the Effective Date, any 

Claim asserted in currency other than U.S. dollars shall be automatically deemed converted to the 

equivalent U.S. dollar value using the exchange rate for the applicable currency as published in 

The Wall Street Journal, National Edition, on the Effective Date.

F. Surrender of Cancelled Instruments or Securities

As a condition precedent to receiving any distribution on account of its Allowed Claim, 

each Holder of a Claim shall be deemed to have surrendered the certificates or other documentation 

underlying each such Claim, and all such surrendered certificates and other documentation shall 

be deemed to be cancelled pursuant to Article IV of the Plan, except to the extent otherwise 

provided in the Plan.

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G. Allocations

The aggregate consideration to be distributed to each Holder of an Allowed Claim will be 

allocated first to the principal amount of such Allowed Claim, with any excess allocated to unpaid 

interest that accrued on such Allowed Claims, if any. 

H. No Postpetition Interest on Claims

Unless otherwise specifically provided for in an order of the Bankruptcy Court, the Plan, 

or the Confirmation Order, or required by applicable bankruptcy law, postpetition interest shall 

not accrue or be paid on any Claims or Interests and no Holder of a Claim or Interest shall be 

entitled to interest accruing on or after the Petition Date on any such Claim.

I. Setoffs and Recoupment

The Debtors, the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or 

the GUC Trustee (as applicable), may, but shall not be required to, set off against, or recoup from, 

any Allowed Claim (other than an Allowed General Unsecured Claim) against a Debtor of any 

nature whatsoever that the applicable Debtor, Wind Down Estate, Wind Down Administrator,

GUC Trust, or GUC Trustee (as applicable) may have against the Holder of such Claim, but neither 

the failure to do so nor the allowance of any Claim against a Debtor hereunder shall constitute a 

waiver or release by the applicable Debtor, Wind Down Estate, Wind Down Administrator, GUC 

Trust, or GUC Trustee (as applicable) of any such Claim it may have against the Holder of such 

Allowed Claim.

J. Claims Paid or Payable by Third Parties

1. Claims Paid by Third Parties

The Debtors, the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or 

the GUC Trustee (as applicable), shall reduce in full an Allowed Claim (including any applicable 

Cure Claim of a Transferred Contract paid by the Purchaser), and such Claim shall be Disallowed 

without a Claim objection having to be Filed and without any further notice to or action, order, or 

approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in 

full on account of such Claim from a party that is not a Debtor, Wind Down Estate, the Wind 

Down Administrator, GUC Trust, or the GUC Trustee (as applicable); provided that the Debtors, 

the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as 

applicable) shall provide 21 days’ notice to the Holder prior to any disallowance of such Claim 

during which period the Holder may object to such disallowance, and if the parties cannot reach 

an agreed resolution, the matter shall be decided by the Bankruptcy Court. Subject to the last 

sentence of this paragraph, to the extent a Holder of a Claim receives a distribution on account of 

such Claim and thereafter receives payment from a party that is not a Debtor, Wind Down Estate, 

the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as applicable) on account of 

such Claim, such Holder shall, within 14 days of receipt thereof, repay or return the distribution to 

the Debtors, the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC 

Trustee (as applicable), to the extent the Holder’s total recovery on account of such Claim from 

the third party and under the Plan exceeds the amount of such Claim as of the Petition Date. The 

failure of such Holder to timely repay or return such distribution shall result in the Holder owing 

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the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as 

applicable) annualized interest at the Federal Judgment Rate on such amount owed for each 

Business Day after the 14-day grace period specified above until the amount is repaid.

2. Claims Payable by Insurers

No distributions under the Plan shall be made on account of an Allowed Claim that is 

payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim 

has exhausted all remedies with respect to such insurance policy. To the extent that one or more 

of the Debtors’ insurers agrees to satisfy in full or in part a Claim, then immediately upon such 

insurers’ agreement, the applicable portion of such Claim may be expunged without an objection 

having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy 

Court; provided that the Debtors, the Wind Down Estate, the Wind Down Administrator, the GUC 

Trust, or the GUC Trustee (as applicable), shall provide 21 days’ notice to the Holder of such 

Claim prior to any disallowance of such Claim during which period the Holder may object to such 

disallowance, and if the parties cannot reach an agreed resolution, the matter shall be decided by 

the Bankruptcy Court.

3. Applicability of Insurance Policies

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall 

be in accordance with the provisions of any applicable insurance policy. Nothing contained in the 

Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity 

may hold against any insurers under any policies of insurance, nor shall anything contained herein 

constitute or be deemed a waiver by such insurers of any defenses, including coverage defenses, 

held by such insurers.

ARTICLE VII.

PROCEDURES FOR RESOLVING CONTINGENT,

UNLIQUIDATED, AND DISPUTED CLAIMS

A. Allowance of Claims

On or after the Effective Date, the Wind Down Estate, the Wind Down Administrator, the 

GUC Trust, or the GUC Trustee (as applicable) shall have and retain any and all rights and defenses 

that the Debtors had with respect to any Claim immediately prior to the Effective Date. Except as 

expressly provided in the Plan or in any order entered in the Chapter 11 Cases before the Effective 

Date (including the Confirmation Order), no Claim shall become an Allowed Claim unless and 

until such Claim is deemed Allowed under the Plan or the Bankruptcy Code, or the Bankruptcy 

Court has entered a Final Order, including the Confirmation Order (when it becomes a Final 

Order), in the Chapter 11 Cases allowing such Claim. All settlements of Claims approved prior to 

the Effective Date pursuant to a Final Order of the Bankruptcy Court, pursuant to Bankruptcy Rule 

9019, or otherwise shall be binding on all parties.

B. Claims and Interests Administration Responsibilities

Except as otherwise specifically provided in the Plan and notwithstanding any 

requirements that may be imposed pursuant to Bankruptcy Rule 9019, after the Effective Date, the 

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Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as 

applicable), by order of the Bankruptcy Court, shall together have the sole authority to: (1) File, 

withdraw, or litigate to judgment objections to Claims or Interests; (2) settle or compromise any 

Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; 

and (3) administer and adjust the Claims Register to reflect any such settlements or compromises 

without any further notice to or action, order, or approval by the Bankruptcy Court. In any action 

or proceeding to determine the existence, validity, or amount of any General Unsecured Claim, 

any and all claims or defenses that could have been asserted by the applicable Debtor(s) or the 

Entity holding such General Unsecured Claim are preserved as if the Chapter 11 Cases had not 

been commenced. 

C. Adjustment to Claims or Interests Without Objection

Any duplicate Claim or Interest or any Claim or Interest that has been paid or satisfied, or 

any Claim that has been amended or superseded, may be adjusted or expunged on the Claims 

Register without the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the 

GUC Trustee (as applicable) having to File an application, motion, complaint, objection, or any 

other legal proceeding seeking to object to such Claim or Interest and without any further notice 

to or action, order, or approval of the Bankruptcy Court.

D. Time to File Objections to Claims

Any objections to Claims, which, prior to the Effective Date, may be Filed by any party, 

shall be Filed on or before the Claims Objection Deadline.

E. Disallowance of Claims

Any Claims held by Entities from which property is recoverable under section 542, 543, 

550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under section 

522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code shall be deemed 

Disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims may 

not receive any distributions on account of such Claims until such time as such Causes of Action 

(other than Causes of Action that constitute a Transferred Asset under the Purchase Agreement) 

against that Entity have been settled or a Bankruptcy Court order with respect thereto has been 

entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the 

Debtors, the Wind Down Estate or the Wind Down Administrator (as applicable).

ANY CLAIM THAT HAS BEEN LISTED IN THE SCHEDULES AS DISPUTED, 

CONTINGENT, OR UNLIQUIDATED, AND FOR WHICH NO PROOF OF CLAIM HAS 

BEEN TIMELY FILED, SHALL BE DEEMED DISALLOWED AND SHALL BE 

EXPUNGED WITHOUT FURTHER ACTION AND WITHOUT ANY FURTHER 

NOTICE TO OR ACTION, ORDER, OR APPROVAL OF THE BANKRUPTCY COURT.

EXCEPT AS PROVIDED HEREIN, IN AN ORDER OF THE BANKRUPTCY 

COURT, OR OTHERWISE AGREED, ANY AND ALL PROOFS OF CLAIM FILED 

AFTER THE APPLICABLE BAR DATE SHALL BE DEEMED DISALLOWED AND 

EXPUNGED AS OF THE EFFECTIVE DATE WITHOUT ANY FURTHER NOTICE TO 

OR ACTION, ORDER, OR APPROVAL OF THE BANKRUPTCY COURT, AND 

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HOLDERS OF SUCH CLAIMS MAY NOT RECEIVE ANY DISTRIBUTIONS ON 

ACCOUNT OF SUCH CLAIMS, UNLESS AT OR PRIOR TO THE CONFIRMATION 

HEARING SUCH LATE CLAIM HAS BEEN DEEMED TIMELY FILED BY A FINAL 

ORDER.

F. Amendments to Claims

On or after the Effective Date, except as provided in the Plan or the Confirmation Order, a 

Claim may not be Filed or amended without the prior authorization of the Bankruptcy Court and 

any such new or amended Claim Filed shall be deemed Disallowed in full and expunged without 

any further action, order, or approval of the Bankruptcy Court.

G. No Distributions Pending Allowance

Notwithstanding any other provision of this Plan to the contrary, no payment or distribution 

of any kind or nature provided under the Plan shall be made to the extent that all or any portion of 

any Claim is a Disputed Claim, including if an objection to a Claim or portion thereof is Filed as 

set forth in Article VII, unless and until such Disputed Claim becomes an Allowed Claim; provided

that any portion of a Claim that is an Allowed Claim shall receive the payment or distribution 

provided under the Plan thereon notwithstanding that any other portion of such Claim is a Disputed 

Claim.

H. Single Satisfaction of Claims

Holders of Allowed Claims may assert such Claims against each Debtor obligated with 

respect to such Claim, and such Claims shall be entitled to share in the recovery provided for the 

applicable Class of Claims against each obligated Debtor based upon the full Allowed amount of 

the Claim. Notwithstanding the foregoing, in no case shall the aggregate value of all property 

received or retained under the Plan on account of any Allowed Claim exceed 100% of such 

Allowed Claim.

ARTICLE VIII.

SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS

A. Compromise and Settlement of Claims, Interests, and Controversies

Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 and 

in consideration for the distributions, releases, and other benefits provided pursuant to the Plan, 

which distributions, releases, and other benefits shall be irrevocable and not subject to challenge 

upon the Effective Date, the provisions of the Plan, and the distributions, releases, and other 

benefits provided hereunder, shall constitute a good-faith compromise and settlement of all Claims 

and Interests and controversies resolved pursuant to the Plan. 

The Plan shall be deemed a motion to approve the good-faith compromise and settlement 

of all such Claims, Interests, and controversies pursuant to Bankruptcy Rule 9019, and the entry 

of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise 

and settlement of all such Claims, Interests, and controversies, as well as a finding by the 

Bankruptcy Court that all such compromises and settlements are in the best interests of the Debtors, 

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their Estates, and Holders of Claims and Interests and is fair, equitable, and reasonable. In 

accordance with the provisions of the Plan, pursuant to Bankruptcy Rule 9019, without any further 

notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the Wind 

Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as applicable) 

may compromise and settle Claims against, and Interests in, the Debtors and their Estates and 

Causes of Action against other Entities.

In accordance with Bankruptcy Rule 9019, the Plan constitutes the good-faith compromise 

and settlement among the Global Settlement Parties regarding the matters set forth in the Global 

Settlement Term Sheet, and reflects and implements such compromise and settlement, including 

by the establishment and funding of the GUC Trust. Such compromise and settlement is made in 

exchange for consideration and is in the best interests of the Global Settlement Parties and the 

Holders of General Unsecured Claims, is within the reasonable range of possible litigation 

outcomes, is fair, equitable, and reasonable, and is an essential element of the resolution of these 

Chapter 11 Cases.

B. Discharge of Claims and Termination of Interests

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically 

provided in the Sale Order, the Plan and/or the Plan Supplement, the distributions, rights, and 

treatment that are provided in the Sale Order or the Plan shall be in complete satisfaction, 

discharge, and release, effective as of the Effective Date, of Claims (including any Intercompany 

Claims resolved or compromised after the Effective Date by the Wind Down Estate or the Wind 

Down Administrator, as applicable), Interests, and Causes of Action of any nature whatsoever, 

including any interest accrued on Claims or Interests from and after the Petition Date, whether 

known or unknown, against, liabilities of, Liens on, obligations of, rights against, and interests in, 

the Debtors or any of their assets or properties, regardless of whether any property, including, 

without limitation, the Transferred Assets, shall have been distributed or retained pursuant to the 

Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action 

that arose before the Effective Date, any contingent or non-contingent liability on account of 

representations or warranties issued on or before the Effective Date, and all debts of the kind 

specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or 

not: (a) a Proof of Claim based upon such debt or right is Filed or deemed Filed pursuant to section 

501 of the Bankruptcy Code; (b) a Claim or Interest based upon such debt, right, or Interest is 

Allowed pursuant to section 502 of the Bankruptcy Code; or (c) the Holder of such a Claim or 

Interest has accepted the Plan. Any default or “event of default” by the Debtors or Affiliates with 

respect to any Claim or Interest that existed immediately before or on account of the Filing of the 

Chapter 11 Cases shall be deemed cured (and no longer continuing) as of the Effective Date. The 

Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests 

subject to the Effective Date occurring.

C. Term of Injunctions or Stays

Unless otherwise provided herein, the Confirmation Order, the Confirmation Recognition 

Order or in a Final Order, all injunctions or stays arising under or entered during the Chapter 11 

Cases under section 362 of the Bankruptcy Code or otherwise, or ordered by the CCAA Court in 

the CCAA Recognition Proceeding, and in existence on the Confirmation Date, shall remain in 

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full force and effect until the later of the Effective Date and the date set forth in the order providing 

for such injunction or stay.

D. Release of Liens

Except as otherwise specifically provided in the Sale Order (solely with respect to any 

Permitted Encumbrances and Assumed Liabilities), the Plan, and/or the Plan Supplement, 

on the Effective Date and concurrently with the applicable distributions or other treatment 

made pursuant to the Plan, all mortgages, deeds of trust, Liens, pledges, or other security 

interests against any property of the Estates, including, without limitation, the Transferred 

Assets, shall be fully released and discharged, and all of the right, title, and interest of any 

Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall 

revert to the Wind Down Estate or the GUC Trust and its successors and assigns, in each 

case, without any further approval or order of the Bankruptcy Court or the CCAA Court 

and without any action or Filing being required to be made by the Debtors, the Wind Down 

Estate, the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as applicable). 

E. Releases by the Debtors

Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable 

consideration, on and after the Effective Date, each Released Party is hereby released and 

discharged by the Debtors, their Estates, and the Wind Down Estate (as applicable) from 

any and all Claims, Causes of Action, Avoidance Actions, obligations, suits, judgments, 

damages, demands, losses, liabilities, and remedies whatsoever (including any derivative 

claims, asserted or assertable on behalf of the Debtors, their Estates, or the Wind Down 

Estate), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, 

known or unknown, foreseen or unforeseen, accrued or unaccrued, existing or hereinafter 

arising, in law, equity, contract, tort, or otherwise, based on or relating to, or in any manner 

arising from, in whole or in part, the Debtors (including the management, ownership, or 

operation thereof), their Estates, the Wind Down Estate, the Debtors’ in- or out-of-court 

restructuring efforts, the Debtors’ intercompany transactions, the Prepetition Credit 

Agreement Documents, the Note Purchase Agreement Documents, the Professional Services 

Agreement Documents, the DIP Facility Documents (and any payments or transfers in 

connection therewith), the Sale Transaction, the purchase, sale, or rescission of the purchase 

or sale of any Security of the Debtors, the subject matter of, or the transactions or events 

giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual 

arrangements between any Debtor and any Released Party, the formulation, preparation, 

dissemination, negotiation, or Filing of the Restructuring Support Agreement, the 

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

Restructuring, contract, instrument, document, release, or other agreement or document

(including any legal opinion regarding any such transaction, contract, instrument, 

document, release, or other agreement or the reliance by any Released Party on the Sale 

Order, the Plan, the Confirmation Order, or Confirmation Recognition Order in lieu of such 

legal opinion) created or entered into in connection with the Restructuring Support 

Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the DIP Facility, the 

DIP Facility Documents, the Sale Transaction, and other documents (including the Definitive 

Documentation), the Chapter 11 Cases, the CCAA Recognition Proceedings, the filing of the 

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Chapter 11 Cases, the filing of the CCAA Recognition Proceedings, the Sales Process, the 

Global Settlement, the pursuit of Confirmation, the pursuit of Consummation, the 

solicitation of votes with respect to the Plan, the administration and implementation of the 

Plan and the Sales Process, including the issuance or distribution of any property pursuant 

to the Plan and the Sales Process, the Definitive Documentation, or upon any other act or 

omission, transaction, agreement, event, or other occurrence taking place on or before the 

Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary 

in the foregoing, (i) the releases set forth in this Article VIII.E do not release any postEffective Date obligations of any party or Entity under the Plan, including any such 

obligations created in connection with the Restructuring or the assumption of the 

Indemnification Obligations as set forth in the Plan; (ii) nothing in this Article VIII.E shall, 

nor shall it be deemed to, release any Released Party from any Claims or Causes of Action

arising from any obligations of any party under the Purchase Agreement; (iii) nothing in this 

Article VIII.E shall, nor shall it be deemed to, release any Released Party from any Claims 

or Causes of Action that are found, pursuant to a Final Order, to be the result of such 

Released Party’s gross negligence, fraud or willful misconduct; (iv) nothing in this 

Article VIII.E shall, nor shall it be deemed to, release any Causes of Action specifically 

enumerated in the List of Retained Causes of Action.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, 

pursuant to Bankruptcy Rule 9019, of the releases by the Debtors set forth in this Article 

VIII.E, which includes by reference each of the related provisions and definitions contained 

herein, and, further, shall constitute the Bankruptcy Court’s finding that such releases are: 

(1) in exchange for the good and valuable consideration provided by the Released Parties; 

(2) a good faith settlement and compromise of the Claims and Causes of Action released by 

such releases; (3) in the best interests of the Debtors and their Estates; (4) fair, equitable, 

and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a 

bar to any of the Debtors or their Estates asserting any Claim or Cause of Action released 

pursuant to such releases.

F. Releases by Releasing Parties 

As of the Effective Date, each Releasing Party hereby releases and discharges each 

Debtor, Estate, Wind Down Estate, and Released Party from any and all Claims, Causes of 

Action, Avoidance Actions, obligations, suits, judgments, damages, demands, losses, 

liabilities, and remedies whatsoever (including any derivative claims, asserted or assertable 

on behalf of the Debtors, the Wind Down Estate, or their Estates), whether liquidated or 

unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or 

unforeseen, accrued or unaccrued, existing or hereinafter arising, in law, equity, contract, 

tort, or otherwise, that such Releasing Party or its estate, heirs, executors, administrators, 

successors, or assigns would have been legally entitled to assert in his, her, or its own right 

(whether individually or collectively) or on behalf of the Holder of any Claim or Interest or 

other Person, based on or relating to, or in any manner arising from, in whole or in part, the 

Debtors (including the management, ownership, or operation thereof), their Estates, the 

Wind Down Estate, the Debtors’ in- or out-of-court restructuring efforts, the Debtors’ 

intercompany transactions, the Prepetition Credit Agreement Documents, the Note 

Purchase Agreement Documents, the Professional Services Agreement Documents, the DIP 

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Facility Documents (and any payments or transfers in connection therewith), the Sale 

Transaction, the purchase, sale, or rescission of the purchase or sale of any Security of the 

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

Interest that is treated in the Plan, the business or contractual arrangements between any 

Debtor and any Releasing Party, the formulation, preparation, dissemination, negotiation, 

or Filing of the Restructuring Support Agreement, the restructuring of any Claim or Interest 

before or during the Chapter 11 Cases, or any Restructuring, contract, instrument, 

document, release, or other agreement or document (including any legal opinion regarding 

any such transaction, contract, instrument, document, release, or other agreement or the 

reliance by any Releasing Party on the Sale Order, the Plan, the Confirmation Order, or the 

Confirmation Recognition Order in lieu of such legal opinion) created or entered into in 

connection with the Restructuring Support Agreement, the Disclosure Statement, the Plan, 

the Plan Supplement, the DIP Facility, the DIP Facility Documents, the related agreements, 

instruments, and other documents (including the Definitive Documentation), the Chapter 11 

Cases, the CCAA Recognition Proceedings, the filing of the Chapter 11 Cases, the filing of 

the CCAA Recognition Proceedings, the Sales Process, the Global Settlement, the pursuit of 

Confirmation, the pursuit of Consummation, the solicitation of votes with respect to the Plan, 

the administration and implementation of the Plan and the Sales Process, including the 

issuance or distribution of any property pursuant to the Plan and the Sales Process, the 

Definitive Documentation, or upon any other act or omission, transaction, agreement, event, 

or other occurrence taking place on or before the Effective Date related or relating to the 

foregoing; provided, however, that except as expressly provided under the Plan, the foregoing 

releases shall not release obligations of the Debtors on account of any Allowed Claims that 

are treated under the Plan. Notwithstanding anything to the contrary in the foregoing, (i) the 

releases set forth in this Article VIII.F do not release any post-Effective Date obligations of 

any party or Entity under the Plan, including any such obligations created in connection 

with the Restructuring or the Global Settlement or the assumption of the Indemnification 

Obligations as set forth in the Plan; (ii) nothing in this Article VIII.F shall, nor shall it be 

deemed to, release any Released Party from any Claims or Causes of Action arising from 

any obligations of any party under the Purchase Agreement; (iii) nothing in this 

Article VIII.F shall, nor shall it be deemed to, release any Released Party from any Claims 

or Causes of Action that are found, pursuant to a Final Order, to be the result of such 

Released Party’s gross negligence, fraud, or willful misconduct; (iv) nothing in this Article 

VIII.F shall, nor shall it be deemed to, release any of the Lender Retained Causes of Action;

and (v) nothing herein shall, nor shall it be deemed to, release any of the non-Debtor Affiliates 

of the Released Parties party to the Prepetition Credit Agreement Documents from the Wind 

Down Claims. For the avoidance of doubt, nothing in this Article VIII.F shall, nor shall it 

be deemed to, release any Causes of Action specifically enumerated in the List of Retained 

Causes of Action.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, 

pursuant to Bankruptcy Rule 9019, of the releases by Holders of Claims and Interests set 

forth in this Article VIII.F, which includes by reference each of the related provisions and 

definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding 

that such releases are: (1) in exchange for the good and valuable consideration provided by 

the Released Parties; (2) a good faith settlement and compromise of the Claims and Causes 

of Action released by such releases; (3) in the best interests of the Debtors and their Estates; 

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(4) fair, equitable, and reasonable; (5) given and made after due notice and opportunity for 

hearing; (6) an essential component of the Plan and the Restructuring; and (7) a bar to any 

of the Releasing Parties asserting any Claim or Cause of Action released pursuant to such 

releases.

G. Exculpation

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have 

or incur liability for, and each Exculpated Party is hereby exculpated from, any Claim, 

Cause of Action, obligation, suit, judgment, damage, demand, loss, or liability for any claim 

related to any act or omission in connection with, relating to, or arising out of, the Chapter 

11 Cases, the formulation, preparation, dissemination, negotiation, Filing, or termination of 

the Restructuring Support Agreement and related prepetition transactions, the Disclosure 

Statement, the Plan, the Sale Process, the Sale Transaction, the related agreements, 

instruments, and other documents (including the Definitive Documentation), the solicitation 

of votes with respect to the Plan, or the Restructuring, or any related contract, instrument, 

release or other agreement or document (including providing any legal opinion requested by 

any Entity regarding any transaction, contract, instrument, document, or other agreement 

contemplated by the Plan or the reliance by any Person on the Plan or the Confirmation 

Order or Confirmation Recognition Order in lieu of such legal opinion) created or entered 

into in connection with the Debtors’ in or out-of-court restructuring efforts, the Sale Process, 

the Disclosure Statement, the Plan, the Restructuring Support Agreement, the related 

agreements, instruments, and other documents (including the Definitive Documentation), the 

Chapter 11 Cases, the CCAA Recognition Proceedings, the filing of the Chapter 11 Cases, 

the filing of the CCAA Recognition Proceedings, the Sales Process, the Global Settlement, 

solicitation of votes with respect to the Plan, the pursuit of Confirmation, the pursuit of 

Consummation, the administration and implementation of the Plan and the Sales Process, 

including the issuance of or distribution of any property pursuant to the Plan and the Sales 

Process, the related agreements, instruments, and other documents (including the Definitive 

Documentation), or any other act or omission, transaction, agreement, event, or other 

occurrence taking place on or before the Effective Date related to the foregoing, except for 

claims related to any act or omission that is determined in a Final Order to have constituted 

fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be 

entitled to reasonably rely upon the advice of counsel with respect to their duties and 

responsibilities pursuant to the Plan. The Confirmation Order shall provide that the 

Exculpated Parties (to the extent applicable) have, and upon completion of the Plan shall be 

deemed to have, participated in good faith and in compliance with the applicable laws with 

regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, 

therefore, are not, and on account of such distributions shall not be, liable at any time for 

the violation of any applicable law, rule, or regulation governing the solicitation of 

acceptances or rejections of the Plan or such distributions made pursuant to the Plan. For 

the avoidance of doubt, nothing in this Article VIII.G shall, nor shall it be deemed to, 

exculpate the Debtors from any Lender Retained Causes of Action or any Exculpated Party 

from any Causes of Action (i) arising from any obligations of any party under the Purchase 

Agreement; or (ii) specifically enumerated in the List of Retained Causes of Action.

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H. Injunction

Except as otherwise expressly provided in the Plan or for obligations issued or 

required to be paid pursuant to the Plan or Confirmation Order, all Entities who have held, 

hold, or may hold Claims, Interests, or Causes of Action that have been released pursuant to 

Article VIII.E or Article VIII.F, discharged pursuant to Article VIII.B, or are subject to 

exculpation pursuant to Article VIII.G, are permanently enjoined, from and after the 

Effective Date, from taking any of the following actions against, as applicable, the Debtors, 

the Wind Down Estate, the Released Parties, or the Exculpated Parties: (a) commencing or 

continuing in any manner any action or other proceeding of any kind on account of or in 

connection with or with respect to any such Claims, Interests, or Causes of Action; (b) 

enforcing, attaching, collecting, or recovering by any manner or means any judgment, 

award, decree, or order against such Entities on account of or in connection with or with 

respect to any such Claims, Interests, or Causes of Action; (c) creating, perfecting, or 

enforcing any Lien or encumbrance of any kind against such Entities or the property, 

including, without limitation, the Transferred Assets, or the estates of such Entities on 

account of or in connection with or with respect to any such Claims, Interests, or Causes of 

Action; or (d) asserting any right of setoff, subrogation, or recoupment of any kind against 

any obligation due from such Entities or against the property of such Entities on account of 

or in connection with or with respect to any such Claims, Interests, or Causes of Action. 

Notwithstanding anything to the contrary in the foregoing, this injunction does not enjoin 

any party under the Plan or under any document, instrument, or agreement (including the 

Disclosure Statement or set forth in the Plan Supplement, to the extent finalized) executed to 

implement the Plan from bringing an action in the Bankruptcy Court to enforce the terms 

of the Plan or such document, instrument, or agreement (including those attached to the 

Disclosure Statement or set forth in the Plan Supplement, to the extent finalized) executed to 

implement the Plan. Subject in all respects to Article XI, no entity or person may commence 

or pursue a Claim or Cause of Action of any kind against any Released Party or Exculpated 

Party that arose or arises from, in whole or in part, the Chapter 11 Cases, the CCAA 

Recognition Proceedings, the Debtors, the Wind Down Estate, the Plan, the Plan 

Supplement, the Disclosure Statement, the Restructuring Support Agreement, the Sale 

Process, or any contract, instrument, release, or other agreement or document created or 

entered into in connection with the Plan, the Disclosure Statement, the Chapter 11 Cases, the 

CCAA Recognition Proceedings, the pursuit of Confirmation, the pursuit of Consummation, 

the administration and implementation of the Plan, including the distribution of property 

under the Plan, or any other related agreement, or upon any other act or omission, 

transaction, agreement, event, or other occurrence taking place on or before the Effective 

Date related or relating to the foregoing without the Bankruptcy Court (i) first determining, 

after notice and a hearing, that such Claim or Cause of Action represents a colorable Claim 

or Cause of Action of any kind, including negligence, bad faith, criminal misconduct, willful 

misconduct, fraud, or gross negligence against a Released Party or Exculpated Party and (ii) 

specifically authorizing such entity or person to bring such Claim or Cause of Action against 

any such Released Party or Exculpated Party. The Bankruptcy Court shall have sole and 

exclusive jurisdiction to determine whether a Claim or Cause of Action is colorable and, only 

to the extent legally permissible and as provided for in Article XI, shall have jurisdiction to 

adjudicate the underlying colorable Claim or Cause of Action.

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I. Protection Against Discriminatory Treatment

Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. 

Constitution, all Entities, including Governmental Units, shall not discriminate against the Wind 

Down Estate or the Wind Down Administrator (as applicable) or deny, revoke, suspend, or refuse 

to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, 

discriminate with respect to such a grant against, the Wind Down Estate or the Wind Down 

Administrator (as applicable), or another Entity with whom the Wind Down Estate or the Wind 

Down Administrator (as applicable) have been associated, solely because each Debtor has been a 

debtor under chapter 11 of the Bankruptcy Code, has been insolvent before the commencement of 

the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtors are granted or denied 

a discharge), or has not paid a debt that is dischargeable in the Chapter 11 Cases.

J. Recoupment

In no event shall any Holder of Claims or Interests be entitled to recoup any Claim or 

Interest against any Claim, right, or Cause of Action of the Debtors, the Wind Down Estate, the 

Wind Down Administrator, the GUC Trust, or the GUC Trustee (as applicable), unless such Holder 

actually has performed such recoupment and provided notice thereof in writing to the Debtors on 

or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or 

otherwise that such Holder asserts, has, or intends to preserve any right of recoupment.

K. Subordination Rights

Any distributions under the Plan shall be received and retained free from any obligations 

to hold or transfer the same to any other Holder and shall not be subject to levy, garnishment, 

attachment, or other legal process by any Holder by reason of claimed contractual subordination 

rights. Any such subordination rights shall be waived, and the Confirmation Order shall constitute 

an injunction enjoining any Entity from enforcing or attempting to enforce any contractual, legal, 

or equitable subordination rights to property distributed under the Plan, in each case other than as 

provided in the Plan.

L. Reimbursement or Contribution

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity 

pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is 

contingent as of the time of disallowance, such Claim shall be forever disallowed and expunged 

notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the Confirmation Date: 

(1) such Claim has been adjudicated as non-contingent; or (2) the relevant Holder of a Claim has 

Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has been entered 

prior to the Confirmation Date determining such Claim as no longer contingent.

M. Document Retention.

On and after the Effective Date, the Wind Down Estate, the Wind Down Administrator, 

the GUC Trust, or the GUC Trustee (as applicable) may maintain documents in accordance with 

their standard document retention policy, as may be altered, amended, modified, or supplemented 

by the Wind Down Estate or the Wind Down Administrator (as applicable).

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ARTICLE IX.

CONDITIONS PRECEDENT TO CONFIRMATION

AND CONSUMMATION OF THE PLAN

A. Conditions Precedent to Confirmation

It shall be a condition to Confirmation of the Plan that the following conditions, as 

determined by the Debtors with the consent of the DIP Agent, the Prepetition Secured Parties, and 

the Purchaser shall have been satisfied (or waived pursuant to the provisions of Article IX.C of the 

Plan):

1. the Restructuring Support Agreement shall not have been breached or terminated 

and shall be in full force and effect;

2. the Bankruptcy Court shall have entered a Final Order approving the Disclosure 

Statement with respect to the Plan as containing adequate information within the meaning of 

section 1125 of the Bankruptcy Code;

3. a Final DIP Approval Order shall have been entered by the Bankruptcy Court and 

the Final DIP Recognition Order shall have been entered by the CCAA Court, and each shall not 

have been breached or terminated, shall be in full force and effect, and no stay thereof shall be in 

effect;

4. the Purchase Agreement shall have been executed by the parties thereto, shall not 

have been breached or terminated and shall be in full force and effect;

5. all provisions, terms, and conditions hereof shall have been approved in the 

Confirmation Order;

6. the Administrative Expense Claim, Priority Tax Claim, and Other Priority Claim

Backstop Amount shall have been funded by cash on hand of the Debtors and the proceeds of the 

DIP Facility into a reserve account and shall be added to the outstanding obligations under the DIP

Facility (less cash on hand);

7. the Special Committee’s investigation shall have concluded; and

8. a motion (including any exhibits, schedules, amendments, modifications or 

supplements thereto) shall have been filed in the CCAA Recognition Proceedings seeking the 

issuance of the Sale Recognition Order pursuant the Purchase Agreement and consistent with the 

terms of the Restructuring Support Agreement and the Restructuring Support Agreement 

Documentation.

B. Conditions Precedent to the Effective Date

It shall be a condition to the occurrence of the Effective Date that the following conditions, 

as determined by the Debtors with the consent of the DIP Agent, the Prepetition Secured Parties, 

and the Purchaser shall have been satisfied (or waived pursuant to the provisions of Article IX.C 

of the Plan):

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1. the Restructuring Support Agreement shall not have been breached or terminated 

and shall be in full force and effect;

2. the Confirmation Order and Confirmation Recognition Order shall have been 

entered and neither the Confirmation Order nor the Confirmation Recognition Order shall have 

been stayed, modified, or vacated on appeal;

3. the Sale Order shall have been entered (whether or not included as a part of the 

Confirmation Order and Confirmation Recognition Order, as applicable), and shall not have been 

stayed, modified, or vacated on appeal;

4. the Sale Transaction (including with respect to the sale of the Canadian Transferred 

Assets to Purchaser pursuant to the CCAA Recognition Proceedings) shall have been 

consummated in accordance with the terms of the Purchase Agreement;

5. a Final DIP Approval Order shall have been entered by the Bankruptcy Court and 

Final DIP Recognition Order shall have been entered by the CCAA Court, and each shall not have 

been breached or terminated, shall be in full force and effect, and no stay thereof shall be in effect;

6. the Professional Fee Escrow Account shall be funded using cash on hand of the 

Debtors, proceeds of the DIP Facility, or proceeds of the Sale Transaction, as applicable, in an 

amount equal to the Professional Fee Reserve Amount;

7. all required governmental and third-party approvals and consents, including 

Bankruptcy Court approval, necessary in connection with the transactions provided for in the Plan 

shall have been obtained, shall not be subject to unfulfilled conditions, and shall be in full force 

and effect, and all applicable waiting periods shall have expired without any action having been 

taken by any competent authority that would restrain or prevent such transactions;

8. all documents and agreements necessary to implement the Plan and the 

Restructuring shall have been (a) tendered for delivery and (b) effected or executed by all Entities 

party thereto, and all conditions precedent to the effectiveness of such documents and agreements 

(other than any conditions related to the occurrence of the Effective Date) shall have been satisfied 

or waived pursuant to the terms of such documents or agreements; 

9. the Bankruptcy Court shall have approved the Plan’s releases and such approval 

shall have been recognized and given effect in Canada by the CCAA Court;

10. all Restructuring Expenses shall have been paid in Cash in full; 

11. the GUC Trust shall have been created and funded in accordance with the Plan;

12. the Post-Sale Reserve shall have been funded using cash on hand of the Debtors,

proceeds of the DIP Facility, or the Sale Transaction proceeds, as applicable; and

13. the Foreign Sale Reserve shall have been funded using Sale Transaction proceeds 

and distributed to the Netherlands Subsidiaries.

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C. Waiver of Conditions

The conditions precedent to Confirmation of the Plan and to the Effective Date of the Plan 

set forth in Article IX.A and Article IX.B may be amended, modified, supplemented, or waived in 

writing by mutual agreement of the Debtors, the DIP Secured Parties, the Prepetition Secured 

Parties, and the Purchaser without notice, leave, or order of the Bankruptcy Court or any formal 

action other than proceedings to confirm or consummate the Plan.

ARTICLE X.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A. Modification and Amendments

Subject to the limitations contained herein, in the Global Settlement, and in the 

Restructuring Support Agreement, the Debtors reserve the right to alter, amend, or modify the 

Plan, subject to the consent of the Prepetition Secured Parties, and seek Confirmation consistent 

with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject 

to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code,

Bankruptcy Rule 3019, and the restrictions on modifications set forth in the Plan and the 

Restructuring Support Agreement, the Debtors expressly reserve their rights to alter, amend, or 

modify the Plan, one or more times, after Confirmation, and, to the extent necessary, initiate 

proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect 

or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the 

Confirmation Order, in such manner as may be necessary to carry out the purposes and intent of 

the Plan.

B. Effect of Confirmation on Modifications

Entry of the Confirmation Order shall mean that all modifications or amendments to the 

Plan occurring after the solicitation thereof are approved pursuant to section 1127(a) of the 

Bankruptcy Code and shall constitute a finding that such modifications or amendments to the Plan 

do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

C. Revocation or Withdrawal of the Plan

Subject to the conditions and limitations set forth in the Restructuring Support Agreement, 

the Debtors reserve the right to revoke or withdraw the Plan with respect to any or all Debtors 

prior to the Confirmation Date and to File subsequent plans of reorganization. If the Debtors 

revoke or withdraw the Plan, or if Confirmation and Consummation do not occur, then: (1) the 

Plan shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan 

(including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claims 

or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected by the 

Plan, and any document or agreement executed pursuant to the Plan shall be deemed null and void; 

and (3) nothing contained in the Plan shall: (i) constitute a waiver or release of any Claims or 

Interests; (ii) prejudice in any manner the rights of the Debtors or any other Entity, including the 

Holders of Claims; (iii) constitute an admission, acknowledgement, offer, or undertaking of any 

sort by the Debtors or any other Entity; or (iv) be used by the Debtors or any other Entity as 

evidence (or in any other way) in any litigation, including with regard to the strengths or 

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weaknesses of any of the parties’ positions, arguments, or claims; provided that, the foregoing 

reservation of rights shall not in any way amend, nullify, or void any action, act, or right ratified 

upon the Bankruptcy Court’s entry of the Sale Approval Order.

ARTICLE XI.

RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective 

Date, on and after the Effective Date, the Bankruptcy Court shall retain jurisdiction over the 

Chapter 11 Cases and all matters, arising out of, or related to, the Chapter 11 Cases and the Plan, 

including jurisdiction to:

1. Allow, Disallow, determine, liquidate, classify, estimate, or establish the priority, 

Secured, Unsecured, or subordinated status, or amount of any Claim or Interest, including the 

resolution of any request for payment of any Administrative Expense Claim and the resolution of 

any and all objections relating to any of the foregoing;

2. decide and resolve all matters related to the granting and denying, in whole or in 

part, any applications for allowance of compensation or reimbursement of expenses to 

Professionals;

3. resolve any matters related to: (a) the assumption, assumption and assignment, or 

rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect 

to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims 

arising therefrom, including Cures pursuant to section 365 of the Bankruptcy Code; (b) any 

potential contractual obligation under any Executory Contract or Unexpired Lease that is assumed; 

and (c) any dispute regarding whether a contract or lease is or was executory or expired;

4. ensure that distributions to Holders of Allowed Claims or Interests are 

accomplished pursuant to the provisions of the Plan;

5. consider any modifications of the Plan before or after the Effective Date pursuant 

to section 1127 of the Bankruptcy Code, the Confirmation Order, the Sale Approval Order or any 

contract, instrument, release, or other agreement or document entered into or delivered in 

connection with the Plan, the Disclosure Statement, the Confirmation Order, or the Sale Approval 

Order in each case, to remedy any defect or omission or reconcile any inconsistency in any 

Bankruptcy Court order, the Plan, the Disclosure Statement, the Confirmation Order, the Sale 

Approval Order, or any contract, instrument, release, or other agreement or document entered into, 

delivered, or created in connection with the Plan, the Disclosure Statement, the Confirmation 

Order, or the Sale Approval Order in such manner as may be necessary or appropriate to 

consummate the Plan;

6. adjudicate, decide, or resolve any motions, adversary proceedings, contested, or 

litigated matters, and grant or deny any applications involving a Debtor that may be pending on 

the Effective Date;

7. adjudicate, decide, or resolve any and all matters related to Causes of Action by or 

against a Debtor, the GUC Trust, or GUC Trustee;

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8. adjudicate, decide, or resolve any and all matters related to sections 1141, 1145, 

and 1146 of the Bankruptcy Code;

9. enter and implement such orders as may be necessary or appropriate to execute, 

implement, or consummate the provisions of the Plan, and all contracts, instruments, releases, 

indentures, and other agreements or documents created in connection with the Plan;

10. enter and enforce any order for the sale of property pursuant to sections 363 or 1123 

of the Bankruptcy Code, including for the avoidance of doubt the Sale Approval Order;

11. resolve any cases, controversies, suits, disputes, or Causes of Action that may arise 

in connection with the Consummation, interpretation, or enforcement of the Plan or any Entity’s 

obligations incurred in connection with the Plan;

12. adjudicate, decide, or resolve any dispute and all matters related to the Sale 

Transaction and Sale Transaction Documents;

13. adjudicate, decide, or resolve any dispute and all matters arising under the GUC 

Trust Agreement;

14. issue injunctions, enter and implement other orders, or take such other actions as 

may be necessary or appropriate to restrain interference by any Entity with Consummation or 

enforcement of the Plan;

15. resolve any cases, controversies, suits, disputes, or Causes of Action with respect 

to the settlements, compromises, discharges, releases, injunctions, exculpations, and other 

provisions contained in Article VIII of the Plan and enter such orders as may be necessary or 

appropriate to implement such releases, injunctions, and other provisions;

16. resolve any cases, controversies, suits, disputes, or Causes of Action with respect 

to the repayment or return of distributions and the recovery of additional amounts owed by the 

Holder of a Claim or Interest for amounts not timely repaid pursuant to Article VII of the Plan;

17. enter and implement such orders as are necessary or appropriate if the Confirmation 

Order is for any reason modified, stayed, reversed, revoked, or vacated;

18. determine any other matters that may arise in connection with or relate to the Plan, 

the Disclosure Statement, the Confirmation Order, the Plan Supplement, or the Sale Approval 

Order;

19. adjudicate any and all disputes arising from or relating to distributions under the 

Plan or any transactions contemplated therein, including any Restructuring Transactions;

20. determine requests for the payment of Claims entitled to priority pursuant to section 

507 of the Bankruptcy Code;

21. hear and determine matters concerning state, local, and U.S. federal taxes in 

accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

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22. hear and determine matters concerning section 1145 of the Bankruptcy Code;

23. hear and determine all disputes involving the existence, nature, or scope of the 

release provisions set forth in the Plan, including any dispute or matter relating to any liability 

arising out of the termination of employment or the termination of any employee or retiree benefit 

program, regardless of whether such termination occurred prior to or after the Effective Date;

24. enforce all orders previously entered by the Bankruptcy Court;

25. enter a final decree concluding or closing the Chapter 11 Cases; 

26. enforce the injunction, release, and exculpation provisions set forth in Article VIII

of the Plan; 

27. hear any other matter not inconsistent with the Bankruptcy Code; and

28. the CCAA Court shall retain jurisdiction over the CCAA Recognition Proceedings 

and all matters, arising out of, or related to, the CCAA Recognition Proceedings including the 

orders of the CCAA Court.

ARTICLE XII.

MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect

Subject to Article IX.B of the Plan and notwithstanding Bankruptcy Rules 3020(e), 

6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan, 

the final versions of the documents contained in the Plan Supplement, the Confirmation Order, 

and the Sale Approval Order shall be immediately effective and enforceable and deemed binding 

upon the Debtors or the Wind Down Estate, as applicable, and any and all Holders of Claims or 

Interests (regardless of whether the Holders of such Claims or Interests are deemed to have 

accepted or rejected the Plan), all Entities that are parties to or are subject to the settlements, 

compromises, releases, and injunctions provided for in the Plan, each Entity acquiring property 

under the Plan or the Confirmation Order, and any and all non-Debtor parties to Executory 

Contracts and Unexpired Leases. All Claims and debts shall be fixed, adjusted, or compromised, 

as applicable, pursuant to the Plan regardless of whether any Holder of a Claim or debt has voted 

on the Plan.

B. Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court such 

agreements and other documents as may be necessary or appropriate to effectuate and further 

evidence the terms and conditions of the Plan. The Debtors, the Wind Down Estate, the Wind 

Down Administrator, the GUC Trust, or the GUC Trustee, as applicable, and all Holders of Claims 

or Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from 

time to time, prepare, execute, and deliver any agreements or documents and take any other actions 

as may be necessary or advisable to effectuate the provisions and intent of the Plan.

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C. Reservation of Rights

Except as expressly set forth herein, the Plan shall have no force or effect unless the 

Bankruptcy Court enters the Confirmation Order, and the Confirmation Order shall have no force 

or effect unless the Effective Date occurs. Prior to the Effective Date, neither the Plan, any 

statement or provision contained in the Plan, nor any action taken or not taken by any Debtor with 

respect to the Plan, the Disclosure Statement, the Confirmation Order, or the Plan Supplement 

shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect 

to the Holders of Claims or Interests.

D. Successors and Assigns

The rights, benefits, and obligations of any Entity named or referred to in the Plan or the 

Confirmation Order shall be binding on, and shall inure to the benefit of any heir, executor, 

administrator, successor or assign, Affiliate, officer, director, manager, agent, representative, 

attorney, beneficiaries, or guardian, if any, of each Entity.

E. Service of Documents

Any pleading, notice, or other document required by the Plan to be served on or delivered 

to the Debtors, the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC 

Trustee as applicable, shall be served on:

Debtors or the 

Wind Down Estate

KidKraft Inc.

4630 Olin Road

Dallas, TX 75244

Attn: Geoffrey Walker

Attorneys to the Debtors Vinson & Elkins LLP

2001 Ross Avenue, Suite 3900

Dallas, TX 75201

Attn: William L. Wallander

Matthew D. Struble

Kiran Vakamudi

 

and

Vinson & Elkins LLP

1114 Avenue of the Americas, 32nd Floor

New York, NY 10036

Attn: David S. Meyer 

Lauren R. Kanzer

Wind Down Administrator SierraConstellation Partners, LLC

3090 Olive St., 3rd Floor

Dallas, TX 75219

Attn: Carl Moore

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GUC Trustee Jiangang Ou, Esq.

1222 Howard Lane

Bellaire, Texas 77401

United States Trustee Office of the United States Trustee

for the Northern District of Texas

Earle Cabell Federal Building

1100 Commerce Street, Room 976

Attn: Meredyth Kippes

Prepetition Credit Agreement

Agent and DIP Agent

GB Funding, LLC

101 Huntington Avenue, Suite 1100 

Boston, Massachusetts 02199 

Attn: David Braun 

 Kyle Shonak

Counsel to the Prepetition Credit 

Agreement Agent and DIP Agent

Katten Muchin Rosenman LLP

50 Rockefeller Plaza

New York, NY 10020

Attn: Cindi M. Giglio

Lucy F. Kweskin

Purchaser Backyard Products LLC

317 S. Main Street

Ann Arbor, MI 48104 

Attn: Thomas van der Meulen

Counsel to Purchaser King & Spalding LLP

1185 6th Avenue

New York, NY 10036

Attn: Spencer Stockdale

 Michael Fishel

 Jeff Dutson

MidOcean MidOcean Partners

245 Park Avenue

38th Floor

New York, NY 10167

Attn: Daniel Penn

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Counsel to MidOcean Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attn: Andrew Herman

F. Term of Injunctions or Stays

Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays 

in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any 

order of the Bankruptcy Court or the CCAA Court, and existing on the Confirmation Date 

(excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain 

in full force and effect until the Effective Date. All injunctions or stays contained in the Plan, the 

Confirmation Order, the Confirmation Recognition Order or the Sale Order shall remain in full 

force and effect in accordance with their terms.

G. Entire Agreement

Except as otherwise indicated, and without limiting the effectiveness of the Global 

Settlement and the Restructuring Support Agreement and any related agreements thereto, on the 

Effective Date, the Plan, the Plan Supplement, and the Confirmation Order shall supersede all 

previous and contemporaneous negotiations, promises, covenants, agreements, understandings, 

and representations on such subjects, all of which have become merged and integrated into the 

Plan.

H. Exhibits

All exhibits and documents included in the Plan Supplement are incorporated into and are 

a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, 

copies of such exhibits and documents shall be available upon written request to the Debtors’ 

counsel at the address above or by downloading such exhibits and documents from the Debtors’ 

restructuring website at https://www.stretto.com/kidkraft or the Bankruptcy Court’s website at 

https://www.txnb.uscourts.gov/. To the extent any exhibit or document is inconsistent with the 

terms of the Plan, unless otherwise ordered by the Bankruptcy Court, the non-exhibit or nondocument portion of the Plan shall control.

I. Nonseverability of Plan Provisions

If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court 

to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and 

interpret such term or provision to make it valid or enforceable to the maximum extent practicable, 

consistent with the original purpose of the term or provision held to be invalid, void, or 

unenforceable, and such terms or provision shall then be applicable as altered or interpreted, 

provided that any such alteration or interpretation shall be acceptable to the Debtors, 

the DIP Agent, the Prepetition Secured Parties, and the Purchaser. Notwithstanding any such 

alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in 

full force and effect and will in no way be affected, impaired, or invalidated by such alteration or 

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interpretation. The Confirmation Order shall constitute a judicial determination and shall provide 

that each term and provision of the Plan, as it may have been altered or interpreted in accordance 

with the foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to the Plan and 

may not be deleted or modified without the Debtors’, the Prepetition Secured Parties’, and the 

Purchaser’s consent; and (3) nonseverable and mutually dependent.

J. Votes Solicited in Good Faith

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes 

on the Plan in good faith and in compliance with the Bankruptcy Code, and pursuant to 

section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates, agents, 

representatives, members, principals, shareholders, officers, directors, employees, advisors, and 

attorneys will be deemed to have participated in good faith and in compliance with the Bankruptcy 

Code in the offer, issuance, sale, and purchase of Securities (if any) offered and sold under the 

Plan and any previous plan, and, therefore, neither any of such parties or individuals nor the Wind 

Down Estate or Wind Down Administrator (as applicable) will have any liability for the violation 

of any applicable law, rule, or regulation governing the solicitation of votes on the Plan or the 

offer, issuance, sale, or purchase of the Securities (if any) offered and sold under the Plan and any 

previous plan.

K. Request for Expedited Determination of Taxes

The Debtors, the Wind Down Estate, the Wind Down Administrator, or the GUC Trustee,

as the case may be, shall have the right to request an expedited determination under section 505(b) 

of the Bankruptcy Code with respect to tax returns filed, or to be filed, for any and all taxable 

periods ending after the Petition Date through the Effective Date. 

L. Closing of Chapter 11 Cases

The Wind Down Estate or the Wind Down Administrator (as applicable) shall, promptly 

after the full administration of the Chapter 11 Cases, File with the Bankruptcy Court all documents 

required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to issue a 

final decree closing the Chapter 11 Cases and file materials with the CCAA Court to terminate the 

CCAA Recognition Proceedings.

M. No Stay of Confirmation Order

The Confirmation Order and Confirmation Recognition Order shall contain a waiver of 

any stay of enforcement otherwise applicable, including pursuant to Bankruptcy Rules 3020(e) 

and 7062.

N. Waiver or Estoppel

Each Holder of a Claim or Interest shall be deemed to have waived any right to assert any 

argument, including the right to argue that its Claim or Interest should be Allowed in a certain 

amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the 

Debtors or their counsel, or any other Entity, if such agreement or the Debtors,’ Wind Down 

Estate’s, or the Wind Down Administrator’s (as applicable) right to enter into settlements was not 

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disclosed in the Plan, the Disclosure Statement, or papers Filed with the Bankruptcy Court or the 

Noticing and Claims Agent prior to the Confirmation Date.

O. Dissolution of Statutory Committees

On the Effective Date, any statutory committee formed in connection with the Chapter 11 

Cases shall dissolve automatically and all members thereof (solely in their capacities as such) shall 

be released and discharged from all rights, duties, and responsibilities arising from, or related to, 

the Chapter 11 Cases.

* * * *

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

Dated: July 6, 2024

Dallas, Texas

KIDKRAFT, INC. 

on behalf of itself and all other Debtors

/s/ Geoffrey Walker

Geoffrey Walker

President & Chief Executive Officer

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4874-2032-9677

Exhibit 2

Redline

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

KIDKRAFT, INC., et al.,

Debtors.1

§

§

§

§

§

§

Case No. 24-80045-mvl11

(Chapter 11)

(Jointly Administered)

DEBTORS’ SECOND AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN 

William L. Wallander (Texas Bar No. 20780750)

Matthew D. Struble (Texas Bar No. 24102544)

Kiran Vakamudi (Texas Bar No. 24106540)

2001 Ross Avenue, Suite 3900

Dallas, TX 75201

VINSON & ELKINS LLP

PROPOSED ATTORNEYS FOR THE 

DEBTORS AND DEBTORS IN POSSESSION 

Dated: June 20July 6, 2024

David S. Meyer (admitted pro hac vice)

Lauren R. Kanzer (admitted pro hac vice)

1114 Avenue of the Americas, 32nd Floor

New York, NY 10036

1 The Debtors in these chapter 11 cases and the last four digits of their respective federal tax identification numbers 

or Canadian business numbers, as applicable, are: KidKraft, Inc. (3303), KidKraft Europe, LLC (3174), KidKraft 

Intermediate Holdings, LLC (8800), KidKraft International Holdings, Inc. (2933), KidKraft Partners, LLC 

(3268), KidKraft International IP Holdings, LLC (1841), Solowave Design Corp. (9294), Solowave Design 

Holdings Limited (0206), Solowave Design Inc. (3073), Solowave Design LP (7201), and Solowave International 

Inc (4302). The location of the Debtors’ U.S. corporate headquarters and the Debtors’ service address is: 4630 

Olin Road, Dallas, TX 75244.

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TABLE OF CONTENTS

ARTICLE I.

DEFINED TERMS, RULES OF INTERPRETATION, 

COMPUTATION OF TIME, AND GOVERNING LAW

A. Defined Terms..................................................................................................................... 1

B. Rules of Interpretation ...................................................................................................... 19

C. Computation of Time..................................................................................................... 1920

D. Governing Law.................................................................................................................. 20

E. Reference to Monetary Figures ........................................................................................ 20

F. Reference to the Debtors or the Wind Down Estate ......................................................... 20

G. Controlling Document ...................................................................................................... 20

ARTICLE II.

ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY CLAIMS

A. Administrative Expense Claims.................................................................................... 2021

B. Professional Compensation .......................................................................................... 2122

C. DIP Claims........................................................................................................................ 23

D. Adequate Protection Claims............................................................................................. 23

E. Priority Tax Claims........................................................................................................... 23

F. Statutory Fees ............................................................................................................... 2324

G. Restructuring Expenses..................................................................................................... 24

ARTICLE III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A. Classification of Claims.................................................................................................... 24

B. Treatment of Claims and Interests.................................................................................... 25

C. Special Provision Governing Unimpaired or Reinstated Claims................................. 2728

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

Code .............................................................................................................................. 2728

E. Elimination of Vacant Classes.......................................................................................... 28

F. Voting Classes; Presumed Acceptance by Non-Voting Classes ....................................... 28

G. Controversy Concerning Impairment ............................................................................... 28

H. Subordinated Claims......................................................................................................... 28

ARTICLE IV.

MEANS FOR IMPLEMENTATION OF THE PLAN

A. Means for Implementation ............................................................................................ 2829

B. Restructuring Support Agreement..................................................................................... 38

C. Global Settlement.......................................................................................................... 3839

ARTICLE V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases...................... 43

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases................... 4344

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C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.................... 44

D. Modifications, Amendments, Supplements, Restatements, or Other Agreements............. 46

E. Reservation of Rights........................................................................................................ 46

F. Nonoccurrence of Effective Date .................................................................................. 4647

G. Indemnification Obligations......................................................................................... 4647

ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Timing and Calculation of Amounts to Be Distributed..................................................... 47

B. Disbursing Agent. ......................................................................................................... 4748

C. Delivery of Distributions and Undeliverable or Unclaimed Property ............................. 48

D. Compliance with Tax Requirements ............................................................................. 4950

E. Foreign Currency Exchange Rate .................................................................................... 50

F. Surrender of Cancelled Instruments or Securities............................................................ 50

G. Allocations.................................................................................................................... 5051

H. No Postpetition Interest on Claims............................................................................... 5051

I. Setoffs and Recoupment ................................................................................................ 5051

J. Claims Paid or Payable by Third Parties......................................................................... 51

ARTICLE VII.

PROCEDURES FOR RESOLVING CONTINGENT,

UNLIQUIDATED, AND DISPUTED CLAIMS

A. Allowance of Claims......................................................................................................... 52

B. Claims and Interests Administration Responsibilities...................................................... 52

C. Adjustment to Claims or Interests Without Objection .................................................. 5253

D. Time to File Objections to Claims.................................................................................... 53

E. Disallowance of Claims.................................................................................................... 53

F. Amendments to Claims.................................................................................................. 5354

G. No Distributions Pending Allowance............................................................................ 5354

H. Single Satisfaction of Claims............................................................................................ 54

ARTICLE VIII.

SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS

A. Compromise and Settlement of Claims, Interests, and Controversies.............................. 54

B. Discharge of Claims and Termination of Interests........................................................... 55

C. Term of Injunctions or Stays............................................................................................. 55

D. Release of Liens ............................................................................................................ 5556

E. Releases by the Debtors.................................................................................................... 56

F. Releases by Releasing Parties .......................................................................................... 57

G. Exculpation ................................................................................................................... 5859

H. Injunction ...................................................................................................................... 5960

I. Protection Against Discriminatory Treatment.............................................................. 6061

J. Recoupment................................................................................................................... 6061

K. Subordination Rights ........................................................................................................ 61

L. Reimbursement or Contribution ....................................................................................... 61

M. Document Retention.......................................................................................................... 61

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ARTICLE IX.

CONDITIONS PRECEDENT TO CONFIRMATION

AND CONSUMMATION OF THE PLAN

A. Conditions Precedent to Confirmation ......................................................................... 6162

B. Conditions Precedent to the Effective Date ...................................................................... 62

C. Waiver of Conditions.................................................................................................... 6364

ARTICLE X.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A. Modification and Amendments ..................................................................................... 6364

B. Effect of Confirmation on Modifications.......................................................................... 64

C. Revocation or Withdrawal of the Plan.............................................................................. 64

ARTICLE XI.

RETENTION OF JURISDICTION

ARTICLE XII.

MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect.................................................................................................. 67

B. Additional Documents....................................................................................................... 67

C. Reservation of Rights.................................................................................................... 6768

D. Successors and Assigns................................................................................................. 6768

E. Service of Documents........................................................................................................ 68

F. Term of Injunctions or Stays......................................................................................... 6970

G. Entire Agreement .............................................................................................................. 70

H. Exhibits ............................................................................................................................. 70

I. Nonseverability of Plan Provisions .................................................................................. 70

J. Votes Solicited in Good Faith....................................................................................... 7071

K. Request for Expedited Determination of Taxes ................................................................ 71

L. Closing of Chapter 11 Cases............................................................................................ 71

M. No Stay of Confirmation Order......................................................................................... 71

N. Waiver or Estoppel ........................................................................................................... 71

O. Dissolution of Statutory Committees ............................................................................ 7172

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INTRODUCTION

KidKraft and its affiliated debtors, as Debtors and debtors in possession in the abovecaptioned chapter 11 cases, jointly propose this prepackaged chapter 11 plan for the resolution of 

outstanding Claims against, and Interests in, the Debtors. Although proposed jointly for 

administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of 

outstanding Claims against, and Interests in, such Debtor. Capitalized terms used but not otherwise 

defined herein shall have the meanings ascribed to such terms in Article I.A of the Plan or the 

Bankruptcy Code or Bankruptcy Rules. Holders of Claims and Interests should refer to the 

Disclosure Statement for a discussion of the Debtors’ history, businesses, Assets, results of 

operations, and historical financial information, as well as a summary and description of the Plan. 

The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy 

Code.

ALL HOLDERS OF CLAIMS WHO ARE ELIGIBLE TO VOTE ARE ENCOURAGED 

TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY 

BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

ARTICLE I.

DEFINED TERMS, RULES OF INTERPRETATION, 

COMPUTATION OF TIME, AND GOVERNING LAW

A. Defined Terms

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

1. “363 Sale” means the sale of the Transferred Assets pursuant to section 363 of the 

Bankruptcy Code in accordance with the terms of the Purchase Agreement and Sale Approval 

Order. 

2. “503(b)(9) Claim” means a Claim pursuant to section 503(b)(9) of the Bankruptcy 

Code for the value of goods received by the Debtors in the 20 days immediately prior to the Petition 

Date and sold to the Debtors in the ordinary course of the Debtors’ business. 

3. “Adequate Protection Claim” means any Claim for adequate protection within the 

meaning of section 361 of the Bankruptcy Code arising under applicable law or pursuant to Final 

Order of the Bankruptcy Court.

4. “Administrative Expense Claim” means any Claim (other than any Adequate 

Protection Claims or DIP Claims) for costs and expenses of administration of the Debtors’ Estates 

pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: 

(i) the actual and necessary costs and expenses incurred after the Petition Date and through the 

Effective Date of preserving the Debtors’ Estates and operating the Debtors’ businesses, (ii) any 

Allowed requests for compensation or expense reimbursement for making a substantial 

contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of the Bankruptcy 

Code, and (iii) any Unpaid Employee Severance Obligations.

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5. “Administrative Expense Claim, Priority Tax Claim, and Other Priority Claim 

Backstop Amount” means the amount set forth in the Approved Budget (or as otherwise agreed 

upon by the Debtors, the DIP Secured Parties, and the Purchaser), and funded by cash on hand of 

the Debtors and the proceeds of the DIP Facility prior to the Confirmation Date, sufficient to satisfy 

the agreed upon estimated amount of the Allowed Administrative Expense Claims, Allowed 

Priority Tax Claims, and Allowed Other Priority Claims; provided that in no event will the DIP 

Secured Parties’ obligations to provide such funding exceed the Administrative Expense Claim, 

Priority Tax Claim, and Other Priority Claim Backstop Amount.

6. “Administrative Expense Claims Bar Date” means the deadline for Filing requests 

for payment of Administrative Expense Claims (other than 503(b)(9) Claims), which: (a) with 

respect to Administrative Expense Claims other than Professional Fee Claims, shall be 30 days 

after the Effective Date; and (b) with respect to Professional Fee Claims of Professionals, shall be 

45 days after the Effective Date.

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

Code when used in reference to a Debtor, and when used in reference to an Entity other than a 

Debtor, means any other Entity that controls, is controlled by, or is under common control with 

such Entity, other than a Debtor.

8. “Allowed” means with reference to any Claim or Interest, (i) any Claim or Interest 

arising on or before the Effective Date (a) as to which no objection to allowance has been 

interposed within the time period set forth in the Plan and such Claim or Interest is not Disputed 

or (b) as to which any objection has been determined by a Final Order of the Bankruptcy Court to 

the extent such objection is determined in favor of the respective Holder, (ii) any Claim or Interest 

as to which the liability of the Debtors and the amount thereof are determined by a Final Order of 

a court of competent jurisdiction other than the Bankruptcy Court, or (iii) any Claim or Interest 

expressly allowed under the Plan; provided, however, that notwithstanding the foregoing, the Wind 

Down Estate (to the extent applicable) will retain all claims and defenses with respect to Allowed 

Claims that are Reinstated or otherwise Unimpaired pursuant to the Plan. 

9. “Approved Budget” means the weekly budget, as defined in paragraph G(iv) of the

DIP Approval Order.

10. “Assets” means all of the Debtors’ property, rights, and interests that are property 

of the Estates pursuant to section 541 of the Bankruptcy Code.

11. “Assigned Avoidance Actions” means all Avoidance Actions other than those 

against (i) any parties identified on Schedule 1 to the Global Settlement Term Sheet, unless any 

such party makes a GUC Settlement Opt-In Election, (ii) any other “Designated Parties” (as that 

term is defined in the Purchase Agreement) under Section 2.1(k)(ii) through (iv) of the Purchase 

Agreement, and (iii) any Released Parties.

12. “Assumed Liabilities” shall have the meaning set forth in Section 2.3 of the 

Purchase Agreement.

13. “Avoidance Actions” means any and all actual or potential Claims and Causes of 

Action to avoid a transfer of property or an obligation incurred by the Debtors arising under 

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chapter 5 of the Bankruptcy Code, including sections 502, 510, 544, 545, 547 through 553, and 

724(a) of the Bankruptcy Code or under similar or related state or federal statutes and common 

law, including fraudulent transfer and preference laws.

14. “Ballots” means the ballots distributed to certain Holders of Impaired Claims 

entitled to vote on the Plan upon which such Holders shall, among other things, indicate their 

acceptance or rejection of the Plan in accordance with the Plan and the procedures governing the 

solicitation process.

15. “Bankruptcy Code” means title 11 of the United States Code, as amended and in 

effect during the pendency of the Chapter 11 Cases.

16. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure 

promulgated under section 2075 of the Judicial Code and the general, local, and chambers rules of 

the Bankruptcy Court, in each case, as amended from time to time.

17. “Bankruptcy Court” means the United States Bankruptcy Court for the Northern 

District of Texas, Dallas Division.

18. “Bar Date Order” means the order entered by the Bankruptcy Court setting the 

Claims Bar Date and the Governmental Bar Date.

19. “Bidder Protections” means, collectively, the Break-Up Fee and Expense 

Reimbursement.

20. “Break-Up Fee” shall have the meaning set forth in Section 9.3(a) of the Purchase 

Agreement, as may be modified by a subsequent order of the Bankruptcy Court.

21. “Business Day” means any day other than a Saturday, Sunday, or “legal holiday” 

(as defined in Bankruptcy Rule 9006(a)).

22. “Canadian Debtors” means, collectively, the following Debtors: Solowave Design 

Holdings Limited, Solowave Design LP, Solowave Design Inc., and Solowave International Inc. 

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the 

Canadian Debtors shall mean the Wind Down Estate to the extent context requires.

23. “Canadian Property” means the assets, undertakings and property of the Canadian 

Debtors and any other assets, undertakings and property of the Debtors that may be located in 

Canada.

24. “Canadian Transferred Assets” means the Transferred Assets of the Canadian 

Debtors and any other Transferred Assets of the Debtors that may be located in Canada.

25. “Cash” means cash in legal tender of the United States of America and cash 

equivalents, including bank deposits, checks, and other similar items.

26. “Cause of Action” means any action, claim, cause of action, controversy, thirdparty claim, dispute, demand, right, action, Lien, indemnity, contribution, guaranty, suit, 

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obligation, liability, loss, debt, fee or expense, damage, interest, judgment, account, defense, 

remedy, power, privilege, license, and franchise of any kind or character whatsoever, whether 

known, unknown, foreseen or unforeseen, existing or hereafter arising, contingent or noncontingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, Disputed 

or undisputed, Secured or Unsecured, assertable directly or derivatively, whether arising before, 

on, or after the Petition Date, in contract, in tort, in law, or in equity or pursuant to any other theory 

of law. For the avoidance of doubt, a “Cause of Action” includes: (a) any right of setoff, 

counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed 

by law or in equity; (b) the right to object to Claims or Interests; (c) any Claim pursuant to 

section 362 or chapter 5 of the Bankruptcy Code (including Avoidance Actions); (d) any claim or 

defense including fraud, mistake, duress, and usury, and any other defenses set forth in section 558 

of the Bankruptcy Code; and (e) any state or foreign law fraudulent transfer or similar claim.

27. “CCAA Court” means the Ontario Superior Court of Justice (Commercial List).

28. “CCAA Recognition Proceedings” means the recognition proceedings commenced 

pursuant to Part IV of the Companies’ Creditors Arrangement Act (Canada) in respect of the 

Chapter 11 Cases of KidKraft and the Canadian Debtors.

29. “Chapter 11 Cases” means each individual case or the jointly administered cases 

pending under chapter 11 of the Bankruptcy Code for each individual Debtor or the Debtors, as 

applicable, in the Bankruptcy Court.

30. “Claim” shall have the meaning set forth in section 101(5) of the Bankruptcy Code, 

against any Debtor.

31. “Claims Bar Date” means such time and date established pursuant to the Bar Date 

Order by which Proofs of Claim (other than for Administrative Expense Claims and Claims held 

by Governmental Units), including 503(b)(9) Claims, must be Filed.

32. “Claims Objection Deadline” means the deadline for objecting to a Claim against 

a Debtor, which shall be on the date that is the later of (a) 120 days after the Effective Date, subject 

to extension by order of the Bankruptcy Court, (b) 90 days after the Filing of a Proof of Claim, or 

(c) such other period of limitation as may be fixed by the Plan, the Confirmation Order, the 

Bankruptcy Rules, or a Final Order for objecting to a Claim. 

33. “Claims Register” means the official register of Claims against and Interests in the 

Debtors maintained by the Noticing and Claims Agent.

34. “Class” means a category of Claims against or Interests in the Debtors as set forth 

in Article III of the Plan pursuant to section 1122(a) of the Bankruptcy Code.

35. “Committee” means the official committee of unsecured creditors of the Debtors 

appointed by the U.S. Trustee in the Chapter 11 Cases on May 23, 2024, pursuant to section 1102 

of the Bankruptcy Code. 

36. “Confirmation” means the entry of the Confirmation Order on the docket of the 

Chapter 11 Cases.

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37. “Confirmation Date” means the date upon which the Bankruptcy Court enters the 

Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy 

Rules 5003 and 9021.

38. “Confirmation Hearing” means the hearing held by the Bankruptcy Court to 

consider Confirmation of the Plan pursuant to section 1128(a) of the Bankruptcy Code, as such 

hearing may be adjourned or continued from time to time.

39. “Confirmation Order” means the Order of the Bankruptcy Court confirming the 

Plan pursuant to section 1129 of the Bankruptcy Code, which Order may include the Sale Approval 

Order.

40. “Confirmation Recognition Order” means an Order of the CCAA Court in the 

CCAA Recognition Proceedings recognizing and giving effect in Canada to the Confirmation 

Order.

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

42. “Cure Claim” means a monetary Claim based upon a Debtor’s defaults under an 

Executory Contract or Unexpired Lease at the time such contract or lease is assumed, or assumed 

and assigned by such Debtor pursuant to section 365 of the Bankruptcy Code.

43. “Cure Notice” means a notice of a proposed amount to be paid on account of a 

Cure Claim in connection with an Executory Contract or Unexpired Lease to be assumed under 

the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include (a) procedures 

for objecting to proposed assumptions of Executory Contracts and Unexpired Leases, (b) Cure 

Claims to be paid in connection therewith and (c) procedures for resolution by the Bankruptcy 

Court of any related disputes.

44. “D&O Liability Insurance Policies” means all unexpired directors’, managers’, 

and officers’ liability insurance policies (including any “tail policy”) maintained by any of the 

Debtors with respect to directors, managers, officers, and employees of the Debtors.

45. “Debtors” means, collectively, the following: KidKraft, Inc.; KidKraft Europe, 

LLC; KidKraft Intermediate Holdings, LLC; KidKraft International Holdings, Inc.; KidKraft 

International IP Holdings, LLC; KidKraft Partners, LLC; Solowave Design Corp.; Solowave 

Design Holdings Limited; Solowave Design Inc.; Solowave Design LP; and Solowave 

International Inc. Except as otherwise specifically provided in the Plan to the contrary, references 

in the Plan to the Debtors shall mean the Wind Down Estate to the extent context requires.

46. “Debtors’ Officers” means the Debtors’ officers as of the Petition Date; provided, 

that any such officer shall be deemed not to be a Debtors’ Officer for so long as such officer is 

employed by the Purchaser.

47. 46. “Definitive Documentation” means, without limitation, the following 

definitive documents and agreements: (a) this Plan and all exhibits hereto, including the Plan 

Supplement documents; (b) the Confirmation Order and Confirmation Recognition Order; (c) the 

Disclosure Statement; (d) the solicitation materials with respect to the Plan; (e) the Purchase 

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Agreement, including the exhibits and schedules thereto; (f) the Sale Order, if not incorporated as 

part of the Confirmation Order and Confirmation Recognition Order, as applicable; (g) any 

documentation or budget related to the Post-Sale Reserve and Foreign Sale Reserve; (h) the DIP 

Order; (i) all “first day” motions, applications, and other documents that any Debtor intends to file 

with the Bankruptcy Court and seeks to have heard on an expedited basis at the “first-day hearing” 

in the Chapter 11 Cases and any proposed orders related thereto; (j) all motions, applications, and 

other documents that any Debtor (including a foreign representative appointed by the Bankruptcy 

Court for any Debtor) or any Canadian Affiliates of Debtors intend to file with the CCAA Court 

in the CCAA Recognition Proceedings, and any proposed orders related thereto; (k) any provision 

in any documentation regarding (i) releases of Claims, causes of action, and avoidance actions or 

(ii) Assumed Liabilities or Transferred Contracts under the Purchase Agreement; (l) such other 

agreements, instruments, and documentation as may be necessary or reasonably desirable to 

consummate and document the Restructuring and Sale Transaction (including, without limitation, 

in connection with the CCAA Recognition Proceedings); and (m) to the extent not included, any 

motions and related proposed orders seeking approval of each of the above. For the avoidance of 

doubt, the Definitive Documentation shall be in form and substance acceptable to the Debtors, the 

Prepetition Secured Parties, the Purchaser, and with respect to MidOcean, solely with respect to 

any provision therein having a material effect on MidOcean or releasing Claims or causes of action 

by or against MidOcean or its affiliates thereunder.

48. 47. “De Minimis Assets” means assets with a total transaction value, as calculated 

within the Debtors’ or Wind Down Administrator’s reasonable discretion, in consultation with the 

Prepetition Secured Parties, less than or equal to $50,000.

49. 48. “DIP Agent” means GB Funding, LLC, in its capacity as administrative agent 

and collateral agent under the DIP Facility.

50. 49. “DIP Approval Order” means the interim order entered by the Bankruptcy 

Court approving the DIP Facility and the Final DIP Approval Order.

51. 50. “DIP Claim” means any Claim of the DIP Agent or any DIP Lender on account 

of or arising from, under or in connection with the DIP Facility.

52. 51. “DIP Facility” means the senior secured superpriority debtor-in-possession 

financing facility to be provided by the DIP Lenders, all as set forth in, and consistent with and 

subject to, the terms and conditions of the DIP Facility Documents.

53. 52. “DIP Facility Documents” means the DIP Facility Term Sheet, the DIP Credit 

Agreement (as applicable) and all other agreements, documents, instruments, and amendments 

related thereto, including any DIP Order, and any guaranty agreements, pledge and collateral 

agreements, UCC financing statements, or other perfection documents, subordination agreements, 

fee letters, and any other security agreements.

54. 53. “DIP Facility Term Sheet” means that certain term sheet regarding the terms 

of debtor-in-possession financing between KidKraft, Inc., as borrower, certain of KidKraft’s 

subsidiaries and affiliates, as guarantors, the DIP Agent, and the DIP Lender, attached as Exhibit 

A to the DIP Approval Order.

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55. 54. “DIP Lender” means 1903 Partners, LLC, in its capacity as lender under the 

DIP Facility.

56. 55. “DIP Liens” mean the Liens granted to the DIP Agent under the DIP Order to 

secure the DIP Claims. 

57. 56. “DIP Order” means the DIP Approval Order and the DIP Recognition Order, 

as applicable.

58. 57. “DIP Recognition Order” means one or more orders of the CCAA Court in the 

CCAA Recognition Proceedings recognizing and giving effect in Canada to the DIP Approval 

Order, including the Final DIP Recognition Order.

59. 58. “DIP Secured Parties” means collectively, the DIP Lender and the DIP Agent, 

in their respective capacities under the DIP Facility.

60. 59. “DIP Secured Parties Advisors” means Katten Muchin Rosenman LLP, as 

counsel to the DIP Secured Parties and Fasken Martineau DuMoulin LLP as Canadian Counsel to 

the DIP Secured Parties. 

61. 60. “Disallowed” means, with respect to any Claim, or any portion thereof, that 

such Claim, or such portion thereof, is not Allowed; provided, however, that a Disputed Claim 

shall not be considered Disallowed until so determined by entry of a Final Order.

62. 61. “Disbursing Agent” means the Debtors, the Wind Down Estate, the GUC Trust, 

or the Entity or Entities selected by the Debtors, the Wind Down Estate, or the GUC Trust as 

applicable, to make or facilitate distributions pursuant to the Plan.

63. 62. “Disclosure Statement” means the Disclosure Statement for the Debtors’ Joint 

Prepackaged Chapter 11 Plan, dated as of May 8, 2024, as may be amended, supplemented, or 

modified from time to time, including all exhibits and schedules thereto and references therein that 

relate to the Plan, that is prepared and distributed in accordance with the Bankruptcy Code, the 

Bankruptcy Rules, and any other applicable law.

64. 63. “Disputed” means, with respect to any Claim or Interest, that such Claim or 

Interest (a) is not yet Allowed, (b) is not Disallowed by the Plan, the Bankruptcy Code, or a Final 

Order, as applicable, (c) as to which a dispute is being adjudicated by a court of competent 

jurisdiction in accordance with non-bankruptcy law, or (d) is or is hereafter listed in the Schedules 

as contingent, unliquidated, or disputed and for which a Proof of Claim is or has been timely Filed 

in accordance with the Bar Date Order.

65. 64. “Dissolution Transactions” means the transactions that the Debtors or Wind 

Down Administrator, with the consent of the Prepetition Secured Parties, determine to be 

necessary or appropriate to implement the terms of the Plan, and ultimately result in the dissolution 

or other termination of the corporate entities that comprise the Debtors.

66. 65. “Distributable Value” means (a) the Purchase Price plus (b) any of the Debtors’ 

cash on hand as of the Effective Date plus (c) proceeds of the monetization of any Excluded Assets 

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of the Debtors, whenever received by the Debtors or the Wind Down Estates plus (d) surrender of 

collateral or proceeds of any other collateral securing the DIP Claims or Prepetition Secured Party 

Claims, whenever received by the Debtors or the Wind Down Estates; minus (e) amounts heldback to secure any purchase price adjustments pursuant to the Purchase Agreement (unless and 

until distributed to the Debtors in accordance therewith); minus (f) amounts necessary to fund the 

Professional Fee Escrow Account in the Professional Fee Reserve Amount; minus (g) amounts 

necessary to satisfy Restructuring Expenses; minus (h) amounts necessary to fund the Post-Sale 

Reserve; minus (g) amounts necessary to fund the Foreign Sale Reserve; provided that any unused 

amounts remaining from the Professional Fee Escrow Account, the Administrative Expense Claim, 

Priority Tax Claim, and Other Priority Claim Backstop Amount, and the Post-Sale Reserve shall 

be considered Distributable Value; provided that, for the avoidance of doubt, no GUC Trust Assets 

shall be included as Distributable Value.

67. 66. “Distribution Record Date” means the record date for purposes of making 

distributions under the Plan on account of Allowed Claims, which date shall be the Confirmation 

Date or such other date as designated in an order of the Bankruptcy Court.

68. 67. “Effective Date” means the date selected by the Debtors on which: (a) no stay 

of the Confirmation Order, Confirmation Recognition Order or Sale Order (if separately entered) 

is in effect; (b) all conditions precedent specified in Article IX have been satisfied or waived (in 

accordance with Article IX.C); and (c) the Plan becomes effective; provided, however, that if such 

date does not occur on a Business Day, the Effective Date shall be deemed to occur on the first 

Business Day after such date. 

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

Code.

70. 69. “Estate” means, as to each Debtor, the estate created for the Debtor in its 

Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

71. 70. “Excluded Assets” shall have the meaning set forth in Section 2.2 of the 

Purchase Agreement.

72. 71. “Exculpated Party” means each of the following solely in its capacity as such 

and to the maximum extent permitted by law: (a) the Debtors; (b) the Committee; and (c) the 

members of the Committee, solely in their capacities as such.

73. 72. “Executory Contract” means a contract to which one or more of the Debtors is 

a party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy 

Code.

74. 73. “Expense Reimbursement” shall have the meaning set forth in Section 9.3(a) 

of the Purchase Agreement, as may be modified by a subsequent order of the Bankruptcy Court.

75. 74. “Federal Judgment Rate” means the federal judgment rate in effect as of the 

Petition Date, compounded annually.

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76. 75. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases 

with the Bankruptcy Court or, with respect to the filing of a Proof of Claim, the Noticing and 

Claims Agent or the Bankruptcy Court through the PACER or CM/ECF website.

77. 76. “Final Decree” means the decree contemplated under Bankruptcy Rule 3022.

78. 77. “Final DIP Approval Order” means the Final Order entered by the Bankruptcy 

Court approving the DIP Facility. 

79. 78. “Final DIP Recognition Order” means the Final Order of the CCAA Court 

recognizing and giving effect in Canada to the Final DIP Approval Order.

80. 79. “Final Order” means an order or judgment of a court of competent jurisdiction 

that has been entered on the docket maintained by the clerk of such court, which has not been 

reversed, vacated, or stayed and as to which (i) the time to appeal, petition for certiorari, or move 

for a new trial, reargument, or rehearing has expired and as to which no appeal, petition for 

certiorari, or other proceedings for a new trial, reargument, or rehearing shall then be pending, or 

(ii) if an appeal, writ of certiorari, new trial, reargument, or rehearing thereof has been sought, 

such order or judgment shall have been affirmed by the highest court to which such order was 

appealed, or certiorari shall have been denied, or a new trial, reargument, or rehearing shall have 

been denied or resulted in no modification of such order, and the time to take any further appeal, 

petition for certiorari, or move for a new trial, reargument, or rehearing shall have expired; 

provided, however, that no order or judgment shall fail to be a “Final Order” solely because of the 

possibility that a motion under Rules 59 or 60 of the Federal Rules of Civil Procedure or any 

analogous Bankruptcy Rule (or any analogous rules applicable in another court of competent 

jurisdiction) or sections 502(j) or 1144 of the Bankruptcy Code has been or may be filed with 

respect to such order or judgment.

81. 80. “Foreign Sale Reserve” means the amount of the Purchase Price allocated to 

the inventory transferred from the Netherlands Subsidiaries to facilitate the Sale Transaction, 

which amount will be distributed from Debtors to the Netherlands Subsidiaries pursuant to the 

Plan.

82. 81. “General Unsecured Claim” means any Claim that is not secured, 

subordinated, or entitled to priority under the Bankruptcy Code or any Final Order of the 

Bankruptcy Court (other than an Intercompany Claim or a Subordinated Claim). 

83. 82. “Global Settlement” means the global settlement between the Global 

Settlement Parties pursuant to the term sheet (the “Global Settlement Term Sheet”) attached to 

the Notice of Filing Global Settlement Term Sheet [Docket No. 195].

84. 83. “Global Settlement Parties” means the Debtors, the Committee, the DIP 

Secured Parties, the Prepetition Secured Parties, the Purchaser, and MidOcean.

85. 84. “Governmental Bar Date” means such time and date established pursuant to 

the Bar Date Order by which Proofs of Claim of Governmental Units must be Filed.

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86. 85. “Governmental Unit” shall have the meaning set forth in section 101(27) of the 

Bankruptcy Code.

87. 86. “GUC Critical Vendor Cash” means any amounts permitted to be paid under 

the Final Order (I) Authorizing the Debtors to Pay (A) Critical Vendors, (B) Lien Claimants, and 

(C) 503(b)(9) Claimants; (II) Confirming Administrative Expense Priority of Outstanding Orders; 

and (III) Granting Related Relief [Docket No. 200] that are unused as of the Effective Date (with 

the Debtors having sole discretion to pay amounts authorized under such order, except that any 

Allowed Claims entitled to priority status under section 503(b)(9) of the Bankruptcy Code shall 

be paid in full to the Holders thereof).

88. 87. “GUC L/C Cash” means 40% of any cash collateral recovered from the former 

prepetition agent pursuant to the Assignment and Assumption dated as of January 31, 2024 by and 

between (i) Antares AssetCo LP, Antares Capital LP, Antares Holdings LP, Antares CLO 2017-2, 

LTD., Antares CLO 2018-1, LTD., Fifth Third Bank, N.A., and PNC Bank, N.A., as assignors, 

and (ii) 1903 Partners, LLC, as assignee.

89. 88. “GUC Purchase Price Cash” means (i) $350,000 if, on the Effective Date, the 

calculation of the Purchase Price Calculation is within a 0-5% variance of $39,322,916; 

(ii) $250,000 if, on the Effective Date, the Purchase Price Calculation is within a 6-10% variance 

of $39,322,916; (iii) $200,000 if, on the Effective Date, the Purchase Price Calculation is within a 

11-20% variance of $39,322,916; or (iv) $150,000 if, on the Effective Date, the Purchase Price 

Calculation is a more than 20% variance of $39,322,916.

90. 89. “GUC Settlement Opt-In Election” means the affirmative election by a Holder 

of a General Unsecured Claim to opt-in to the settlement under the Global Settlement Term Sheet 

and receive its Pro Rata share of 100% of the GUC Trust Interests.

91. 90. “GUC Settlement Opt-In Election Deadline” means the date that is thirty (30) 

days after the Effective Date.

92. 91. “GUC Settlement Opt-In Form” means the form by which a potential holder 

of a General Unsecured Claim may make a GUC Settlement Opt-In Election, which form shall be 

included in the Plan Supplement.

93. 92. “GUC Settlement Opt-In Procedures” means the procedures set forth in the 

GUC Settlement Opt-In Form for a potential holder of an Allowed General Unsecured Claim to 

make a GUC Settlement Opt-In Election.

94. 93. “GUC Trust” means the trust established pursuant to Article IV.C of the Plan

to, among other things, hold and liquidate the GUC Trust Assets and make distributions to Holders 

of Allowed General Unsecured Claims that make a GUC Settlement Opt-In Election pursuant to 

the Plan.

95. 94. “GUC Trust Accounts” means the bank accounts to be held in the name of the 

GUC Trustee that are created pursuant to Article IV.C of the Plan.

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96. 95. “GUC Trust Agreement” means the agreement establishing and governing the 

GUC Trust, which agreement shall be included in the Plan Supplement and executed as of the 

Effective Date, and which agreement shall be acceptable in form and substance to the Debtors, the 

Committee, and the Prepetition Secured Parties.

97. 96. “GUC Trust Assets” means, in the aggregate, (i) the GUC Trust Expense 

Reserve; (ii) $125,000 in Cash; (iii) the Sponsor Cash Contribution; (iv) the GUC L/C Cash; (v) 

the GUC Purchase Price Cash; (vi) any unused amounts in the Approved Budget that are 

designated for fees and expenses of the Committee’s professionals; (vii) the GUC Critical Vendor 

Cash, if any; 

(viii) all commercial tort claims (as that term is defined in Article 9 of the Uniform Commercial 

Code) of the Debtors other than any such claims against any Released Party under the Plan; and 

(ix) the Assigned Avoidance Actions.

98. 97. “GUC Trust Assets Transfer” means the assignment, conveyance, or other 

transfer of the GUC Trust Assets to the GUC Trust, which shall occur on the next Business Day 

following the GUC Settlement Opt-In Election Deadline.

99. 98. “GUC Trust Beneficiaries” means any Holder of an Allowed General 

Unsecured Claim that has made a GUC Settlement Opt-In Election and thereby obtained one or 

more GUC Trust Interests and the Prepetition Secured Parties. For the avoidance of doubt, the 

Prepetition Secured Parties shall be deemed to have made a GUC Settlement Opt-In Election and 

shall be GUC Trust Beneficiaries without the need to submit any opt-in election or otherwise 

comply with the GUC Settlement Opt-In Procedures.

100. 99. “GUC Trust Expense Reserve” means a reserve in the amount of $75,000 

funded from Cash on hand of the U.S. Debtors to the GUC Trust on the Effective Date to allow 

the GUC Trustee to maintain and administer the GUC Trust Assets.

101. 100. “GUC Trust Interests” means the beneficial interests in the GUC Trust.

102. 101. “GUC Trustee” means the trustee appointed pursuant to Article IV.C of the 

Plan (or any successor trustee), in its capacity as the trustee of the GUC Trust, who shall be solely 

responsible for overseeing the reconciliation, objection, settlement, or other disposition of General 

Unsecured Claims asserted in these Chapter 11 Cases.

103. 102. “Holder” means a Person or Entity holding a Claim against or Interest in a 

Debtor, as applicable.

104. 103. “Impaired” means, with respect to a Class of Claims or Interests, a Class of 

Claims or Interests that is not Unimpaired.

105. 104. “Indemnification Obligations” means each of the Debtors’ indemnification 

obligations, whether in the bylaws, certificates of incorporation or formation, limited liability 

company agreements, other organizational or formation documents, board resolutions, 

management or indemnification agreements, or employment contracts, for the current and former 

directors and the officers of the Debtors.

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106. 105. “Intercompany Claim” means any Claim against a Debtor held by another 

Debtor.

107. 106. “Intercompany Interest” means any Interest in a Debtor held by another 

Debtor.

108. 107. “Interest” means any equity interest (as defined in section 101(16) of the 

Bankruptcy Code) in any Debtor, including all ordinary shares, units, common stock, preferred 

stock, membership interest, partnership interest, or other instrument, evidencing any fixed or 

contingent ownership interest in the Debtors, whether or not transferable, including any option, 

warrant, or other right, contractual or otherwise, to acquire any such interest, that existed 

immediately before the Effective Date.

109. 108. “Internal Revenue Code” means the Internal Revenue Code of 1986, as 

amended.

110. 109. “IRS” means the Internal Revenue Service.

111. 110. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–

4001.

112. 111. “KidKraft” means KidKraft, Inc. 

113. “Lender Retained Causes of Action” means any and all potential Claims and 

Causes of Action held by the DIP Secured Parties or the Prepetition Secured Parties against (i) the 

Debtors; (ii) the Debtors’ Officers; or (iii) SierraConstellation Partners, LLC, in each case related 

solely to: (a) the Debtors’ reporting obligations under the DIP Approval Order or DIP Facility 

Documents; or (b) any payment in violation of the Prepetition Credit Agreement Documents, the 

Restructuring Support Agreement, and/or the DIP Documents; provided, that any potential 

recovery against the Debtors and the Debtors’ Officers shall be limited to insurance proceeds (if 

any) available from the Debtors’ insurance policies, including the D&O Liability Insurance 

Policies; provided, further, that such insurance limitation shall not apply to Claims and Causes of 

Action arising as a result of gross negligence, fraud, or willful misconduct. Notwithstanding any 

other releases provided herein by the DIP Secured Parties or the Prepetition Secured Parties, the 

Lender Retained Causes of Action shall not be released; provided, further, that any and all potential 

Claims and causes of action held by the DIP Secured Parties or the Prepetition Secured Parties 

against any Released Party other than those parties specifically identified in clauses (i), (ii), and 

(iii) above shall not constitute Lender Retained Causes of Action. 

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

Code.

115. 113. “List of Retained Causes of Action” means the schedule of certain Causes of 

Action of the Debtors which shall be included in the Plan Supplement.

116. 114. “Local Rules” means the Local Rules of Bankruptcy Practice and Procedure 

of the United States Bankruptcy Court for the Northern District of Texas. 

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117. 115. “MidOcean” means MidOcean Partners IV, L.P. in its capacity as the holder 

of Preferred A Units and Preferred C Units in KidKraft Group Holdings, LLC and party to that 

certain Note Purchase Agreement dated as of January 13, 2023, pursuant to which, KidKraft agreed 

to issue and sell to and MidOcean agreed to purchase, notes in the aggregate principal amount of 

up to $5,000,000 and MidOcean US Advisor, L.P. as party to that certain Professional Services 

Agreement dated as of July 15, 2015 by and among KidKraft Group Holdings, LLC, KidKraft, and 

MidOcean US Advisor, L.P., as amended by that First Amendment to the Professional Services 

Agreement dated as of September 30, 2016.

118. 116. “Netherlands Asset Sale” has the meaning set forth in Article IV.A.3. of the 

Plan.

119. 117. “Netherlands Liquidation” has the meaning set forth in Article IV.A.3. of the 

Plan.

120. 118. “Netherlands Subsidiaries” means non-debtors KidKraft Netherlands C.V., 

KidKraft Holdings B.V., and KidKraft Netherlands B.V.

121. 119. “Note Purchase Agreement Documents” means that certain Note Purchase 

Agreement dated as of January 13, 2023 by and among certain of the Debtors and MidOcean and 

all other agreements, documents, instruments, and amendments related thereto.

122. 120. “Noticing and Claims Agent” means Stretto Inc., the noticing, claims, and 

solicitation agent proposed to be retained by the Debtors in the Chapter 11 Cases.

123. 121. “Other Priority Claim” means any Claim that is entitled to priority of payment 

under section 507(a) of the Bankruptcy Code other than an Administrative Expense Claim or a 

Priority Tax Claim.

124. 122. “Other Secured Claims” means Secured Claims other than Priority Tax 

Claims, DIP Claims, or Prepetition Secured Party Claims.

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

Code.

126. 124. “Petition Date” means the date on which each Debtor Filed its voluntary 

petition for relief commencing the Chapter 11 Cases.

127. 125. “Plan” means this chapter 11 plan, as it may be altered, amended, modified, 

or supplemented from time to time in accordance with the Bankruptcy Code, the Bankruptcy 

Rules, and the terms of the Plan, including the Plan Supplement and all exhibits, supplements, 

appendices, and schedules to the Plan, which shall be consistent with, and subject to the approvals 

and consents as to form and substance set forth in, the Restructuring Support Agreement.

128. 126. “Plan Supplement” means, to the extent applicable, the compilation of 

documents and forms of documents, and all exhibits, attachments, schedules, agreements, 

documents and instruments referred to therein, ancillary or otherwise, including, without 

limitation, the Purchase Agreement, the Schedule of Assumed Executory Contracts and Unexpired 

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Leases, the GUC Trust Agreement, the Global Settlement Term Sheet, the GUC Settlement OptIn Form, the identity of the Wind Down Administrator, and the List of Retained Causes of Action 

all of which shall be incorporated by reference into, and are an integral part of, the Plan, as may 

be amended, modified, replaced and/or supplemented from time to time, subject to the consent of 

the Prepetition Secured Parties.

129. 127. “Post-Sale Reserve” means a cash reserve in the amount of $650,000 to fund 

the reasonably anticipated costs necessary for the wind down of the Wind Down Estate, including 

an estimated amount of reasonable fees and expenses that may be incurred by professionals for 

services rendered after the Effective Date and statutory fees, which cash reserve shall be funded 

into a segregated account on the Effective Date.

130. 128. “Prepetition Credit Agreement” means that certain Amended and Restated 

First Lien Credit Agreement, dated as of April 3, 2020 (as amended from time to time), by and 

among KidKraft, Inc. and KidKraft Netherlands B.V., jointly and severally, as borrowers, the 

guarantors thereto, GB Funding, LLC, as Prepetition Credit Agreement Agent, and 1903 Partners, 

LLC, as Lender.

131. 129. “Prepetition Credit Agreement Agent” means GB Funding, LLC, in its 

capacity as Administrative Agent and Collateral Agent (as such terms are defined in the Prepetition 

Credit Agreement) under the Prepetition Credit Agreement.

132. 130. “Prepetition Credit Agreement Documents” means the Prepetition Credit 

Agreement and all other agreements, documents, instruments, and amendments related thereto, 

including any guaranty agreements, pledge and collateral agreements, UCC financing statements, 

or other perfection documents, subordination agreements, fee letters, and any other security 

agreements.

133. 131. “Prepetition Secured Parties” means GB Funding, LLC, as Administrative 

Agent and Collateral Agent, and 1903 Partners, LLC, as Lender, in their respective capacities 

under the Prepetition Credit Agreement.

134. 132. “Prepetition Secured Party Advisors” means Katten Muchin Rosenman LLP, 

as counsel to the Prepetition Secured Parties and Fasken Martineau DuMoulin LLP as Canadian 

counsel to the Prepetition Secured Parties.

135. 133. “Prepetition Secured Party Claims” means all Claims, including “Parallel 

Debts” (as defined in the Prepetition Credit Agreement Documents) held by the Prepetition 

Secured Parties on account of, arising under, or relating to their respective capacities as lender or 

agent under the Prepetition Credit Agreement Documents.

136. 134. “Prepetition Secured Parties’ Deficiency Claims” means the deficiency 

Claims held by the Prepetition Secured Parties. Solely for purposes of any distributions to be made 

from the GUC Trust Assets to GUC Trust Beneficiaries, the Prepetition Secured Parties’ 

Deficiency Claims shall be capped at $55 million.

137. 135. “Prepetition Secured Party Liens” means all Liens granted to the Prepetition 

Credit Agreement Agent to secure the Prepetition Secured Party Claims.

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138. 136. “Priority Tax Claim” means a Claim held by a Governmental Unit of the kind 

entitled to priority of payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy 

Code.

139. 137. “Pro Rata” means the proportion that an Allowed Claim or an Allowed 

Interest bears to the aggregate amount of Allowed Claims, Allowed Interests, or other matter so 

referenced, as the context requires.

140. 138. “Professional” means an Entity employed pursuant to a Bankruptcy Court 

order in accordance with sections 327 or 1103 of the Bankruptcy Code and to be compensated for 

services rendered before or on the Effective Date, pursuant to sections 327, 328, 329, 330, or 331 

of the Bankruptcy Code.

141. 139. “Professional Fee Claims” means a Claim for the compensation of the 

Professionals and other professionals (including, for certainty, professionals to be compensated 

pursuant to the orders of the CCAA Court in the CCAA Recognition Proceedings) and the 

reimbursement of expenses incurred by such professionals through and including the Effective 

Date to the extent such fees and expenses have not been previously paid, including, for the 

avoidance of doubt, any costs, fees, expenses, or commissions (including with respect to any 

investment banking transaction fees or commissions) incurred in connection with the 

Restructuring; provided that to the extent a Debtor Professional (as defined in the DIP Approval 

Order) agrees with the DIP Lender to a modification to the Debtor Professional fees in accordance 

with Section 1.8 of the DIP Approval Order, the Claim as modified shall be included in the 

applicable Professional Fee Claim. Professional Fee Claims of the Committee’s Professionals 

shall not exceed the aggregate amounts set forth in the Approved Budget, consistent with the 

Global Settlement Term Sheet.

142. 140. “Professional Fee Escrow Account” means an interest-bearing account 

funded by the Debtors on the Effective Date in an amount equal to the Professional Fee Reserve 

Amount, pursuant to Article II.B.

143. 141. “Professional Fee Reserve Amount” means the total amount of Professional 

Fee Claims estimated in accordance with Article II.B.

144. 142. “Professional Services Agreement Documents” means that certain 

Professional Services Agreement dated as of July 15, 2015 by and among certain of the Debtors 

and MidOcean and all other agreements, documents, instruments, and amendments related thereto.

145. 143. “Proof of Claim” means a proof of Claim Filed against any of the Debtors in 

the Chapter 11 Cases.

146. 144. “Purchase Agreement” means that certain Asset Purchase Agreement dated 

as of April 25, 2024, as amended, modified, or supplemented from time to time, among Purchaser 

and certain of the Debtors, including all schedules and exhibits thereto, which shall be Filed with 

the Plan Supplement.

147. 145. “Purchase Price” shall have the meaning set forth in the Purchase Agreement.

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148. 146. “Purchase Price Calculation” means the calculation of the “Purchase Price at 

close” in accordance with Exhibit B of the Purchase Agreement.

149. 147. “Purchaser” means Backyard Products, LLC, and permitted successors, 

assigns, and designees, as applicable.

150. 148. “Qualifying Alternative Transaction” shall have the meaning set forth in the 

Purchase Agreement. 

151. 149. “Reinstated” or “Reinstatement” means, with respect to Claims and Interests, 

the treatment provided for in section 1124 of the Bankruptcy Code, which, in all instances, shall 

be acceptable to the Prepetition Secured Parties and the Purchaser in their sole and absolute 

discretion.

152. 150. “Released Party” means each of the following solely in its capacity as such: 

(a) the Debtors; (b) the DIP Agent; (c) the DIP Lender; (d) MidOcean; (e) the Prepetition Secured 

Parties; (f) the Purchaser; (g) the Committee; and (h) with respect to each of the foregoing under 

(a) through (g) such Entity and its current and former Affiliates, and such Entity’s and its current 

and former Affiliates’ current and former directors, managers, officers, employees, managed 

accounts and funds, predecessors, successors, assigns, subsidiaries, equity Holders, members, 

agents, attorneys, accountants, investment bankers, consultants, and other professionals, each 

solely in their capacity as such.

153. 151. “Releasing Party” means each of the following solely in its capacity as such: 

(a) all Released Parties; (b) all Holders of Claims who affirmatively cast a timely ballot to accept 

the Plan and did not affirmatively opt out of the releases set forth in Article VIII.F herein; (c) all 

Holders of Claims and Interests that were given notice of the opportunity to opt out of granting the 

releases set forth in Article VIII.F herein but did not otherwise affirmatively opt out of such 

releases; and (d) all GUC Trust Beneficiaries. 

154. 152. “Restructuring” means all actions that may be necessary or appropriate to 

effectuate the transactions described in, approved by, contemplated by, or necessary to effectuate, 

the Plan.

155. 153. “Restructuring Expenses” means the reasonable and documented 

professional fees and expenses incurred by the DIP Secured Party Advisors, the DIP Secured 

Parties, the Prepetition Secured Party Advisors and the Prepetition Secured Parties, in each case, 

in connection with or arising as a result of the Restructuring, the Restructuring Support Agreement, 

Sale Transaction, the Plan, or the Chapter 11 Cases.

156. 154. “Restructuring Support Agreement” means that certain Restructuring 

Support Agreement, dated April 25, 2024, by and among the Debtors, the Prepetition Secured 

Parties, the DIP Secured Parties, the Purchaser, and MidOcean, as may be further amended, 

restated, modified, supplemented, or replaced from time to time in accordance with the terms 

thereof.

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157. 155. “Retained Causes of Action” means those Causes of Action identified on the 

List of Retained Causes of Action that are not released, waived, or transferred pursuant to the Plan 

or any Sale Transaction. 

158. 156. “RSA Parties” mean, collectively, the Debtors, the Prepetition Secured 

Parties, the DIP Secured Parties, the Purchaser, and MidOcean.

159. 157. “Sale Approval Order” means the order of the Bankruptcy Court approving 

the Purchase Agreement and the Sale Transaction, which order may be, but is not required to be, 

part of the Confirmation Order.

160. 158. “Sale Hearing” means the hearing held by the Bankruptcy Court to consider 

Confirmation of the Sale Order, as such hearing may be adjourned or continued from time to time.

161. 159. “Sale Order” means the Sale Approval Order and the Sale Recognition Order, 

as applicable.

162. 160. “Sale Recognition Order” means an order of the CCAA Court in the CCAA 

Recognition Proceedings recognizing and giving effect in Canada to the Sale Approval Order, 

which order may be, but is not required to be, part of the Confirmation Recognition Order.

163. 161. “Sales Process” means the marketing and sales process for the Debtors’ 

Assets.

164. 162. “Sale Transaction” means the sale by the Debtors that are party to the 

Purchase Agreement of all of their respective right, title, and interest in, to and under the 

Transferred Assets to the Purchaser in accordance with the terms of the Purchase Agreement and 

the Sale Order.

165. 163. “Sale Transaction Documents” means the Sale Order, the Purchase 

Agreement, and all other documents required to consummate the Sale Transaction (with respect to 

such other documents required to consummate the Sale Transaction, in form and substance 

acceptable to each party thereto).

166. 164. “Schedule of Assumed Executory Contracts and Unexpired Leases” means 

the schedule of Executory Contracts and Unexpired Leases to be assumed and assigned to 

Purchaser pursuant to the Plan, as set forth in the Plan Supplement, as may be amended from time 

to time prior to the Effective Date.

167. 165. “Schedules” means, collectively, the schedules of assets and liabilities, 

schedules of Executory Contracts and Unexpired Leases, and statements of financial affairs Filed 

by the Debtors pursuant to section 521 of the Bankruptcy Code and in substantial conformance 

with the official bankruptcy forms, as the same may have been amended, modified, or 

supplemented from time to time.

168. 166. “SEC” means the United States Securities and Exchange Commission.

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169. 167. “Secured Claim” means a Claim (i) secured by a lien on collateral to the extent 

of the value of such collateral as (a) set forth in the Plan, (b) agreed to by the Holder of such Claim 

and the Debtors, or (c) determined by a Final Order in accordance with section 506(a) of the 

Bankruptcy Code, or (ii) secured by the amount of any right of setoff of the Holder thereof in 

accordance with section 553 of the Bankruptcy Code.

170. 168. “Security” shall have the meaning set forth in section 101(49) of the 

Bankruptcy Code.

171. 169. “Special Committee” means the Special Committee of the Board of Directors 

of KidKraft, Inc.

172. 170. “Sponsor Cash Contribution” has the meaning set forth in Article IV.C.8 of 

the Plan.

173. 171. “Sponsor Claims Waiver” has the meaning set forth in Article IV.C.8 of the 

Plan.

174. 172. “Subordinated Claim” means any Claim against a Debtor arising from 

(a) rescission of a purchase or sale of a Security in any Debtor or an Affiliate of any Debtor, 

(b) purchase or sale of such a Security, or (c) reimbursement or contribution allowed under section 

502 of the Bankruptcy Code on account of such a Claim.

175. 173. “Transferred Assets” shall have the meaning set forth in Section 2.1 of the 

Purchase Agreement, provided, however, the Assigned Avoidance Actions shall not be Transferred 

Assets.

176. 174. “Transferred Contracts” shall have the meaning set forth in Section 2.1(e) of 

the Purchase Agreement. 

177. 175. “Unclaimed Property” means any distribution under the Plan on account of 

an Allowed Claim whose Holder has not: (a) accepted such distribution or, in the case of 

distributions made by check, negotiated such check; (b) given notice to the Wind Down Estate of 

an intent to accept such distribution; (c) responded to the Debtors’, Wind Down Administrator’s, 

or GUC Trustee’s (as applicable) requests for information necessary to facilitate such distribution; 

or (d) taken any other action necessary to facilitate such distribution.

178. 176. “Unexpired Lease” means a lease of nonresidential real property to which one 

or more of the Debtors is a party that is subject to assumption or rejection under sections 365 or 

1123 of the Bankruptcy Code.

179. 177. “Unimpaired” means, with respect to a Class of Claims or Interests, a Class 

consisting of Claims or Interests that are not “impaired” within the meaning of section 1124 of the 

Bankruptcy Code, including through payment in full in Cash or Reinstatement.

180. 178. “Unpaid Employee Severance Obligations” means those obligations owed to 

certain eligible employees who were terminated prior to the Petition Date and who executed a 

separation agreement after the Petition Date and prior to the Effective Date, which obligations 

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shall be deemed to have been incurred after the Petition Date and treated as Administrative 

Expense Claims for purposes of this Plan.

181. 179. “Unsecured” means, with respect to a Claim, not Secured.

182. 180. “U.S. Trustee” means the Office of the United States Trustee for the Northern 

District of Texas.

183. 181. “U.S. Trustee Fees” means fees arising under 28 U.S.C. § 1930(a)(6) and, to 

the extent applicable, accrued interest thereon arising under 31 U.S.C. § 3717.

184. 182. “Wind Down Administrator” means the Person or Persons identified in the 

Plan Supplement (as determined by the Debtors), if known, and appointed on the Effective Date, 

who will serve as the trustee and administrator overseeing the Wind Down Estate and dissolution 

of the Debtors and their Estates in accordance with the Plan.

185. 183. “Wind Down Claims” means the Prepetition Secured Party Claims that remain 

outstanding on the Effective Date, in an amount not to exceed $10,000,000, and the Prepetition 

Secured Party Liens securing such Prepetition Secured Party Claims, which Prepetition Secured 

Party Claims and Liens shall be automatically released and discharged following the orderly wind 

down of the Debtors and the other borrower and guarantors under the Prepetition Credit Agreement 

and after the proceeds of the Netherlands Asset Sale and Netherlands Liquidation, if any, are 

indefeasibly distributed in Cash to the Prepetition Secured Parties as provided in Article IV of the 

Plan.

186. 184. “Wind Down Estate” means, collectively, (i) the Estates of the Debtors and 

(ii) the Debtors’ non-Debtor affiliates, as applicable, following the Effective Date. 

187. 185. “Wind Down Estate Assets” means (i) any Assets of the Debtors’ Estates that 

are not GUC Trust Assets and not sold pursuant to the Sale Transaction, including, but not limited 

to, the Excluded Assets, Interests in the Debtors’ non-Debtor affiliates, and any Cause of Action 

specifically enumerated in the List of Retained Causes of Action and (ii) Cash in the amount set 

forth in the Post-Sale Reserve; provided that proceeds of any Wind Down Estate Assets, including 

without limitation, Excluded Assets and such Retained Causes of Action shall become 

Distributable Value. For the avoidance of doubt, no GUC Trust Assets shall be Wind Down Estate 

Assets.

188. 186. “Wind Down Estate Expenses” means any and all reasonable and documented 

fees, costs, and expenses incurred by the Wind Down Estate or the Wind Down Administrator (or 

any Person, entity, or professional engaged to assist the Wind Down Administrator) in connection 

with the Wind Down Transactions, including, without limitation, any reasonable and documented 

administrative fees, attorneys’ or other professionals’ fees and expenses, insurance fees, taxes, 

escrow expenses and fees payable under 28 U.S.C. § 1930, costs associated with any maintenance 

of any going concern as part of the wind down of such going concern’s business operations, or 

costs to maintain certain assets while they are held, in each case, in accordance with and subject 

to the Post-Sale Reserve.

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189. 187. “Wind Down Transactions” means the transactions that the Debtors or Wind 

Down Administrator, as applicable, with the consent of the Prepetition Secured Parties, determines 

to be necessary or appropriate to implement the terms of the Plan, and that ultimately result in the 

dissolution or other termination of KidKraft and its Affiliates.

B. Rules of Interpretation

For purposes herein: (1) in the appropriate context, each term, whether stated in the 

singular or the plural, shall include both the singular and the plural, and pronouns stated in the 

masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; 

(2) except as otherwise provided, any reference herein to a contract, lease, instrument, release, 

indenture, or other agreement or document being in a particular form or on particular terms and 

conditions means that the referenced document, as previously amended, modified, or 

supplemented, if applicable, shall be substantially in that form or substantially on those terms and 

conditions; (3) except as otherwise provided, any reference herein to an existing document or 

exhibit having been Filed or to be Filed shall mean that document or exhibit, as it may thereafter 

be amended, restated, supplemented, or otherwise modified in accordance with the terms of the 

Plan; (4) unless otherwise specified, all references herein to “Articles” are references to Articles 

of the Plan; (5) unless otherwise stated, the words “herein,” “hereof,” and “hereto” refer to the 

Plan in its entirety rather than to a particular portion of the Plan; (6) captions and headings to 

Articles are inserted for convenience of reference only and are not intended to be a part of or to 

affect the interpretation hereof; (7) the words “include” and “including,” and variations thereof, 

shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words 

“without limitation;” (8) the rules of construction set forth in section 102 of the Bankruptcy Code 

shall apply; (9) any term used in capitalized form herein that is not otherwise defined but that is 

used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term 

in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; and (10) any docket number 

references in the Plan shall refer to the docket number of any document Filed with the Bankruptcy 

Court in the Chapter 11 Cases.

C. Computation of Time

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) 

shall apply in computing any period of time prescribed or allowed herein. If the date on which a 

transaction, action, or event shall or may occur pursuant to the Plan is a day that is not a Business 

Day, then such transaction, action, or event shall instead occur on the next succeeding Business 

Day.

D. Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy 

Code and Bankruptcy Rules) or unless otherwise specifically stated herein, the laws of the State 

of New York without giving effect to the principles of conflict of laws, shall govern the rights, 

obligations, construction, and implementation of the Plan, any agreements, documents, 

instruments, or contracts executed or entered into in connection with the Plan (except as otherwise 

set forth in those agreements, in which case the governing law of such agreement shall control); 

provided that the corporate or limited liability company governance matters relating to the Debtors 

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shall be governed by the laws of the state of incorporation or formation (as applicable) of the 

applicable Debtor.

E. Reference to Monetary Figures

All references in the Plan to monetary figures shall refer to currency of the United States 

of America, unless otherwise expressly provided herein.

F. Reference to the Debtors or the Wind Down Estate

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan 

to the Debtors or the Wind Down Estate shall mean the Debtors and the Wind Down Estate, as 

applicable, to the extent the context requires.

G. Controlling Document

In the event of an inconsistency between the Plan, the Disclosure Statement, or any other 

Final Order (other than the Confirmation Order or Sale Approval Order, as applicable) referenced 

in the Plan (or any exhibits, schedules, appendices, supplements or amendments to any of the

foregoing, other than the Plan Supplement), the terms of the Plan shall control in all respects. In

the event of an inconsistency between the Plan and the Plan Supplement, the terms of the relevant 

document in the Plan Supplement shall control (unless stated otherwise in such Plan Supplement 

document or in the Confirmation Order). In the event of an inconsistency between the 

Confirmation Order or Sale Approval Order and the Plan, the Confirmation Order or Sale Approval 

Order, as applicable, shall control.

ARTICLE II.

ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense 

Claims, Professional Fee Claims, DIP Claims, Adequate Protection Claims, and Priority Tax 

Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests 

set forth in Article III of the Plan.

A. Administrative Expense Claims

Except (i) with respect to Administrative Expense Claims that are Professional Fee Claims 

and Bidder Protections, or (ii) to the extent that (x) an Administrative Expense Claim has already 

been paid during the Chapter 11 Cases or a Holder of an Allowed Administrative Expense Claim 

and the applicable Debtor(s) or (y) Wind Down Administrator (as applicable) agrees to less 

favorable treatment, each Holder of an Allowed Administrative Expense Claim shall be paid in 

full in Cash; on the latest of: (a) on or as soon as reasonably practicable after the Effective Date if 

such Administrative Expense Claim is Allowed as of the Effective Date; (b) on or as soon as 

reasonably practicable after the date such Administrative Expense Claim is Allowed; and (c) the 

date such Allowed Administrative Expense Claim becomes due and payable, or as soon thereafter 

as is reasonably practicable; provided that in no event shall the amount paid in the aggregate to 

Administrative Expense Claims (excluding Professional Fee Claims) in accordance with this 

Article II.A, Priority Tax Claims under Article II.E hereof, and Other Priority Claims under Article 

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III.B hereof exceed the Administrative Expense Claim, Priority Tax Claim, and Other Priority 

Claim Backstop Amount. For the avoidance of doubt, the Bidder Protections shall be an 

Administrative Expense Claim in accordance with any applicable orders of the Bankruptcy Court.

Except as otherwise provided in this Article II.A of the Plan and except with respect to 

Administrative Expense Claims that are Professional Fee Claims, Unpaid Employee Severance 

Obligations, or Bidder Protection Claims, requests for allowance and payment of Administrative 

Expense Claims must be Filed and served on the Debtors, the Wind Down Estate, or the Wind 

Down Administrator (as applicable), pursuant to the procedures specified in the Bar Date Order, 

the Confirmation Order, and the notice of entry of the Confirmation Order no later than the 

Administrative Expense Claims Bar Date. Holders of Administrative Expense Claims that are 

required to, but do not, File and serve on the Debtors, the Wind Down Estate, or the Wind Down 

Administrator (as applicable) a request for allowance and payment of such Administrative Expense 

Claims by such date shall be forever barred, estopped, and enjoined from asserting such 

Administrative Expense Claims against the Debtors, the Wind Down Estate, or their respective 

assets or property and such Administrative Expense Claims shall be deemed discharged as of the 

Effective Date. Objections to such requests, if any, must be Filed and served on the Debtors, the 

Wind Down Estate, or the Wind Down Administrator (as applicable) and the requesting party no 

later than 90 days after the Effective Date or such other date fixed by the Bankruptcy Court. 

Notwithstanding the foregoing, no request for payment of an Administrative Expense Claim need 

be Filed with respect to an Administrative Expense Claim previously Allowed. 

B. Professional Compensation

1. Final Fee Applications

All final requests for payment of Professional Fee Claims of Professionals, including such 

Professional Fee Claims incurred during the period from the Petition Date through and including 

the Effective Date, shall be Filed and served on the Debtors, the Wind Down Estate, or the Wind 

Down Administrator, as applicable, no later than 45 days after the Effective Date. Each such final 

request will be subject to approval by the Bankruptcy Court after notice and a hearing in 

accordance with the procedures established by the Bankruptcy Code and prior orders of the 

Bankruptcy Court in the Chapter 11 Cases, and once approved by the Bankruptcy Court, such 

Allowed Professional Fee Claims shall be promptly paid in Cash from the Professional Fee Escrow 

Account up to its full Allowed amount. 

Objections to any Professional Fee Claim of Professionals must be Filed and served on the 

Debtors, the Wind Down Estate, or the Wind Down Administrator, as applicable, and the 

applicable Professional no later than 24 days after such Professional Fee Claim is Filed with the 

Bankruptcy Court.

2. Professional Fee Escrow Account

On the Effective Date, the Debtors shall establish and fund the Professional Fee Escrow 

Account with Cash equal to the “Professional Fee Reserve Amount” described in Article II.B.3 

herein. The Professional Fee Escrow Account shall be maintained in trust solely for the 

Professionals and the other professionals with Professional Fee Claims. The Debtors shall utilize 

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the Funded Reserve Account (as defined in the DIP Approval Order) to fund the Professional Fee 

Escrow Account, provided that the Funded Reserve Account is not a limitation on the amount 

funded to the Professional Fee Escrow Account. The Professional Fee Escrow Account and funds 

therein shall not be considered property of the Estates of the Debtors or the Wind Down Estate. 

The amount of Allowed Professional Fee Claims shall be paid in Cash to the Professionals by the 

Disbursing Agent or the Wind Down Administrator from the Professional Fee Escrow Account as 

soon as reasonably practicable after such Professional Fee Claims are Allowed, and the amount of 

all other Professional Fee Claims shall be paid in Cash to the applicable professionals by the 

Disbursing Agent or the Wind Down Administrator from the Professional Fee Escrow Account 

on the Effective Date. After all such Professional Fee Claims have been paid in full, any remaining 

amount in the Professional Fee Escrow Account shall promptly be distributed to the Wind Down 

Estate and deemed Distributable Value and distributed to the holders of Prepetition Secured Party 

Claims without any further action or order of the Bankruptcy Court.

3. Professional Fee Reserve Amount

No later than five Business Days prior to the Effective Date, the Debtors shall solicit 

Professionals and the other professionals with Professional Fee Claims for estimates of their 

unpaid Professional Fee Claims before and as of the Effective Date, and such Professionals and 

other professionals shall deliver such estimate to the Debtors in writing via email two Business 

Days prior to the Effective Date; provided, however, that such estimate shall not be deemed to 

limit the amount of the fees and expenses that are the subject of any such professional’s final 

request for payment of Professional Fee Claims. If any professional does not timely provide an 

estimate, the Debtors may estimate the unpaid and unbilled fees and expenses of such professional. 

4. Post-Effective Date Fees and Expenses

Except as otherwise specifically provided in the Plan, from and after the Effective Date, 

the Disbursing Agent, the Wind Down Estate, or the Wind Down Administrator (as applicable) 

shall, in the ordinary course of business and without any further notice or application to or action, 

order, or approval of the Bankruptcy Court, pay in Cash the reasonable, actual, and documented 

legal, professional, or other fees and expenses related to implementation of the Plan and 

Consummation incurred on or after the Effective Date by the Professionals and other professionals 

(including any fees related to the preparation of Professional fee applications). Upon the Effective 

Date, any requirement that Professionals comply with sections 327 through 331, 363, and 1103 of 

the Bankruptcy Code in seeking retention or compensation for services rendered after such date 

shall terminate, and the Debtors, the Wind Down Estate, or the Wind Down Administrator (as 

applicable) may employ and pay any Professional or other professional for fees and expenses 

incurred after the Effective Date in the ordinary course of business without any further notice to 

or action, order, or approval of the Bankruptcy Court. Notwithstanding the foregoing, in no 

circumstances shall the payment of any post-Effective Date fees and/or expenses and other Wind 

Down Estate Expenses exceed the amount of the Post-Sale Reserve.

C. DIP Claims

Notwithstanding anything to the contrary herein, in full and final satisfaction, settlement, 

release, and discharge of and in exchange for release of all DIP Claims, on the Effective Date, the 

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DIP Claims shall: (i) be indefeasibly paid in Cash in full, or (ii) receive such other treatment as 

agreed by the Debtors and the applicable Holder of a DIP Claim. Notwithstanding anything herein, 

the Prepetition Secured Parties and DIP Secured Parties may, in their sole discretion, apply any 

recovery received on the DIP Claims against the Prepetition Secured Party Claims and vice versa; 

provided that any such application shall not affect the Prepetition Secured Parties’ Deficiency 

Claims or the agreements set forth in the Global Settlement Term Sheet.

D. Adequate Protection Claims

On the Effective Date, the Adequate Protection Claims shall (i) be paid in Cash in full or 

(ii) receive such other treatment as agreed by (a) to the extent such Adequate Protection Claims 

are held by the Prepetition Secured Parties, the Debtors and the Prepetition Secured Parties or 

(b) to the extent such Adequate Protection Claims are not held by a Prepetition Secured Party, the 

Debtors and the applicable Holder of such Adequate Protection Claims.

E. Priority Tax Claims

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less 

favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in 

exchange for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim 

shall receive Cash in an amount equal to such Allowed Priority Tax Claim on the Effective Date 

or as soon as practicable thereafter or such other treatment consistent with the provisions of section 

1129(a)(9) of the Bankruptcy Code. 

F. Statutory Fees

All Statutory Fees due and payable prior to, and that remain unpaid as of, the Effective 

Date shall be paid by the applicable Debtors on the Effective Date. No statutory fees shall be paid 

on the initial funding of the Post-Sale Reserve or the GUC Trust. Statutory fees shall only be paid 

on subsequent disbursement of Cash by the Wind Down Estate or the GUC Trust, as applicable. 

Any Statutory Fees that may be owed by the Debtors, the Wind Down Estate, or the GUC Trust, 

as applicable, after the Confirmation Date related to the reduction to Cash of non-Cash assets shall 

be paid by the Debtors, the Wind Down Estate, or the GUC Trust, as applicable, until the case is 

closed, dismissed, or converted. If no disbursements are made by the Debtors, the Wind Down 

Estate, or the GUC Trust for any quarter post-confirmation, only the minimum statutory fee will 

be owed in accordance with 28 U.S.C. § 1930(a)(6). The Wind Down Estate and the GUC Trust 

shall file post-confirmation operating reports with respect to their respective operations and 

disbursements until these Chapter 11 Cases are closed, dismissed, or converted to cases under 

chapter 7 of the Bankruptcy Code. 

G. Restructuring Expenses

The Debtors will promptly pay in full in Cash any Restructuring Expenses in accordance 

with the terms of the Restructuring Support Agreement and the DIP Approval Order. To the extent 

any Restructuring Expenses remain unpaid on the Effective Date, such Restructuring Expenses 

shall constitute Allowed Administrative Expense Claims and shall be paid in full in Cash, subject 

to the Restructuring Support Agreement and the DIP Approval Order without the need to file a 

proof of such Claim and without further order of the Court. On the Effective Date, the Disbursing 

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Agent or the Wind Down Estate, as applicable, shall pay the Restructuring Expenses that have 

accrued and are unpaid as of the Effective Date.

ARTICLE III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A. Classification of Claims

The Plan constitutes a separate Plan proposed by each Debtor. Except for the Claims 

addressed in Article II of the Plan, all Claims and Interests are classified in the Classes set forth 

below in accordance with sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or an 

Interest is classified in a particular Class only to the extent that the Claim or Interest fits within the 

description of that Class and is classified in other Class(es) to the extent that any portion of the 

Claim or Interest fits within the description of such other Class(es). A Claim or an Interest also is 

classified in a particular Class for the purpose of receiving distributions under the Plan only to the 

extent that such Claim or Interest is an Allowed Claim or Interest in that Class and has not been 

paid, released, or otherwise satisfied prior to the Effective Date.

The classification of Claims and Interests against the Debtors pursuant to the Plan is as 

follows:

Class Claim or Interest Status Voting Rights

1 Other Priority Claims Unimpaired Presumed to Accept

2 Other Secured Claims Unimpaired Presumed to Accept

3 Prepetition Secured Party 

Claims

Impaired Entitled to Vote

4 General Unsecured 

Claims

Impaired Deemed to Reject

5 Intercompany Claims Unimpaired/Impaired Presumed to Accept/Deemed to 

Reject

6 Intercompany Interests Unimpaired/Impaired Presumed to Accept/Deemed to 

Reject

7 KidKraft Intermediate 

Holdings, LLC Interests 

Impaired Deemed to Reject

B. Treatment of Claims and Interests

1. Class 1 — Other Priority Claims

a. Classification: Class 1 consists of all Other Priority Claims.

b. Treatment: Except to the extent that a Holder of an Allowed Other Priority 

Claim agrees to less favorable treatment, in full and final satisfaction of 

such Allowed Other Priority Claim, each Holder of an Allowed Other

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Priority Claim will, (i) be paid in full in Cash or (ii) otherwise receive 

treatment consistent with the provisions of section 1129(a)(9) of the 

Bankruptcy Code, payable on the later of the Effective Date and the date 

that is 10 business days after the date on which such Other Priority Claim 

becomes an Allowed Other Priority Claim, in each case, or as soon as 

reasonably practicable thereafter; provided that in no event shall the amount 

paid in the aggregate for Administrative Expense Claims (excluding 

Professional Fee Claims) in accordance with Article II.A hereof, Priority 

Tax Claims under Article II.E hereof, and Other Priority Claims under this 

Article III.B exceed the Administrative Expense Claim, Priority Tax Claim, 

and Other Priority Claim Backstop Amount.

c. Voting: Class 1 is Unimpaired under the Plan. Holders of Class 1 Other 

Priority Claims are conclusively presumed to have accepted the Plan 

pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such 

Holders are not entitled to vote to accept or reject the Plan.

2. Class 2 — Other Secured Claims 

a. Classification: Class 2 consists of all Other Secured Claims.

b. Treatment: Except to the extent that a Holder of an Allowed Other Secured 

Claim agrees to less favorable treatment, in full and final satisfaction of 

such Allowed Other Secured Claim, at the option of Debtors or the Wind 

Down Estate, as applicable, each Holder shall receive either (i) cash equal 

to the full allowed amount of its claim, (ii) reinstatement of such holder’s 

claim, (iii) the return to or abandonment of the collateral securing such 

holder’s claim, or (iv) such other treatment as may otherwise be agreed to 

by such Holder and the Debtors.

c. Voting: Class 2 is Unimpaired under the Plan. Holders of Class 2 Other 

Secured Claims are conclusively presumed to have accepted the Plan 

pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such 

Holders are not entitled to vote to accept or reject the Plan.

3. Class 3 — Prepetition Secured Party Claims

a. Classification: Class 3 consists of all Prepetition Secured Party Claims.

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b. Treatment: Except to the extent that the Holder of Prepetition Secured Party 

Claims agrees to less favorable treatment, in exchange for full and final 

satisfaction, settlement, release, and discharge of each Allowed Prepetition 

Secured Party Claim (which satisfaction, settlement, release, and discharge 

shall occur (i) on the Effective Date for all Prepetition Secured Party Claims 

other than the Wind Down Claims, and (ii) after the orderly wind down of 

the Debtors and other borrower and guarantors under the Prepetition Credit 

Agreement for all Wind Down Claims), each Holder of an Allowed 

Prepetition Secured Party Claim shall receive the remaining Distributable 

Value following payment of Administrative Expense Claims and Priority

Tax Claims, DIP Claims, Other Priority Claims, Other Secured Claims, 

(which amount may be paid directly by the Purchaser on the Effective Date), 

and GUC Trust Interests (subject to the terms of the Global Settlement) on 

the Effective Date and any Distributable Value that is available for 

distribution after the Effective Date shall be promptly distributed by the 

Debtors or Wind Down Estate to holders of Prepetition Secured Party 

Claims.

c. Voting: Class 3 is Impaired under the Plan. Holders of Class 3 Secured Party 

Claims will be entitled to vote to accept or reject the Plan.

4. Class 4 — General Unsecured Claims

a. Classification: Class 4 consists of all General Unsecured Claims.

b. Treatment: On the Effective Date, all General Unsecured Claims will be 

canceled, released, extinguished and discharged, and Holders of General 

Unsecured Claims will receive no recovery or distribution on account of 

such claims; provided, however, that any Holder of Allowed General 

Unsecured Claims who timely makes a GUC Settlement Opt-In Election in 

compliance with the GUC Settlement Opt-In Procedures shall receive its 

Pro Rata share of 100% of the GUC Trust Interests. 

c. Voting: Class 4 is Impaired under the Plan. Holders of Class 4 General 

Unsecured Claims will be conclusively deemed to have rejected the Plan 

pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such 

Holders will not be entitled to vote to accept or reject the Plan.

5. Class 5 — Intercompany Claims

a. Classification: Class 5 consists of all Intercompany Claims.

b. Treatment: All Intercompany Claims will be unaltered and otherwise 

unaffected by the Plan, or canceled on the Effective Date, in the Debtors’ 

discretion, with the consent of Purchaser.

c. Voting: Class 5 is Unimpaired/Impaired under the Plan. Holders of Class 5 

Intercompany Claims are proponents of the Plan within the meaning of 

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section 1129 of the Bankruptcy Code. Therefore, the vote of such Holders 

to accept or reject the Plan will not be solicited.

6. Class 6 — Intercompany Interests

a. Classification: Class 6 consists of all Intercompany Interests.

b. Treatment: All Intercompany Interests shall be maintained under the Plan, 

solely for purposes of administrative convenience or canceled on the 

Effective Date, in the Debtors’ discretion, subject to the consent of the 

Prepetition Secured Parties and the Purchaser.

c. Voting: Class 6 is Unimpaired/Impaired under the Plan. Holders of a Class 

6 Intercompany Interests are proponents of the Plan within the meaning of 

section 1129 of the Bankruptcy Code. Therefore, the vote of such Holders 

to accept or reject the Plan will not be solicited.

7. Class 7 — KidKraft Intermediate Holdings, LLC Interests

a. Classification: Class 7 consists of all KidKraft Intermediate Holdings, LLC 

Interests.

b. Treatment: All prepetition Interests in KidKraft Intermediate Holdings, 

LLC will be canceled on the Effective Date and Holders shall receive no 

recovery or distribution on account of their Interests.

c. Voting: Class 7 is Impaired under the Plan. For purposes of solicitation, it 

is presumed that Holders of Class 7 KidKraft Intermediate Holdings, LLC 

Interests shall not receive any distribution on account of such KidKraft 

Intermediate Holdings, LLC Interests and will be conclusively deemed to 

have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. 

Therefore, such Holders will not be entitled to vote to accept or reject the 

Plan.

C. Special Provision Governing Unimpaired or Reinstated Claims

Nothing under the Plan shall affect the Debtors’, the Wind Down Estate’s, or the Wind 

Down Administrator’s (as applicable) claims, Causes of Action, rights, or defenses in respect of 

any Unimpaired Claims or Reinstated Claims, including all rights in respect of legal and equitable 

defenses to or setoffs or recoupment against any such Unimpaired Claims or Reinstated Claims. 

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

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of 

Confirmation by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to 

Article III.B of the Plan. The Debtors reserve the right to modify the Plan in accordance with 

Article X of the Plan to the extent, if any, that Confirmation pursuant to section 1129(b) of the 

Bankruptcy Code requires modification, including by modifying the treatment applicable to a 

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Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent 

permitted by the Bankruptcy Code and the Bankruptcy Rules.

E. Elimination of Vacant Classes

Any Class of Claims that does not contain an Allowed Claim or a Claim temporarily 

Allowed by the Bankruptcy Court for voting purposes as of the date of the Confirmation Hearing 

shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and 

for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 

1129(a)(8) of the Bankruptcy Code.

F. Voting Classes; Presumed Acceptance by Non-Voting Classes

If a Class contains Claims eligible to vote and no Holder of Claims eligible to vote in such 

Class votes to accept or reject the Plan, the Plan shall be presumed accepted by such Class.

G. Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Interests, or any Class of Claims or 

Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such 

controversy on or before the Confirmation Date

H. Subordinated Claims

The allowance, classification, and treatment of all Claims and Interests and the respective 

distributions and treatments under the Plan take into account and conform to the relative priority 

and rights of the Claims and Interests in each Class in connection with any contractual, legal, and 

equitable subordination rights relating thereto, whether arising under general principles of 

equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to 

section 510 of the Bankruptcy Code, the Debtors, Wind Down Estate, the Wind Down 

Administrator, the GUC Trust, or the GUC Trustee (as applicable) reserve(s) the right to reclassify 

any Claim or Interest in accordance with any contractual, legal, or equitable subordination relating 

thereto.

ARTICLE IV.

MEANS FOR IMPLEMENTATION OF THE PLAN

A. Means for Implementation 

1. Sale Transaction 

On the Effective Date, the applicable Debtors shall consummate the Sale Transaction and 

the Transferred Assets shall vest in the Purchaser free and clear of all Liens, Claims, charges, or 

encumbrances pursuant to section 1123 of the Bankruptcy Code and the CCAA and the Sale 

Transaction Documents; provided, that, the conditions precedent set forth in the Purchase 

Agreement shall have been satisfied or waived in accordance with the terms thereof. Upon entry 

of the Sale Approval Order by the Bankruptcy Court and the Sale Recognition Order by the CCAA 

Court, all matters provided for under the Purchase Agreement and the other Sale Transaction 

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Documents will be deemed authorized and approved without any requirement of further act or 

action by the Debtors or the Debtors’ governing bodies. The applicable Debtors are authorized to 

execute and deliver, and to consummate the transactions contemplated by the Sale Transaction 

Documents, as well as to execute, deliver, file, record and issue any documents, or agreements in 

connection therewith, without further notice to or order of the Bankruptcy Court or the CCAA 

Court, act or action under applicable law, regulation, order, or rule or the vote, consent, 

authorization or approval of any Entity.

In the alternative, the Plan shall serve as a motion under section 363 of the Bankruptcy 

Code to authorize the sale of the Transferred Assets pursuant to the terms of the Sale Transaction 

Documents. Section 363(f) of the Bankruptcy Code provides that the Debtors’ assets may be sold

free and clear of any and all liens, claims, interests, and encumbrances with any such liens, claims, 

interests, and encumbrances attaching to the proceeds of the Sale Transaction. The Debtors submit 

that the Sale Transaction satisfies the requirements of section 363(f) of the Bankruptcy Code. To 

the extent a party objects to Sale Transaction on the basis that it holds a lien or encumbrance on 

the Transferred Assets, the Debtors believe that any such party could be compelled to accept a 

monetary satisfaction of such claims under section 365(f)(5) of the Bankruptcy Code and the 

CCAA. In addition, to the extent the Debtors discover any party may hold a lien on all, or a portion 

of, the Assets, the Debtors have provided such party with notice of, and an opportunity to object 

to, the Sale Transaction. Absent objection, each such party will be deemed to have consented to 

the sale of the Transferred Assets. 

Except as otherwise expressly provided in the Sale Transaction Documents, (a) the 

Purchaser and all of its Affiliates shall not be liable for any Claims against the Debtors or any of 

their predecessors or direct or indirect subsidiaries, and (b) neither the Purchaser nor any of its 

affiliates shall have successor or vicarious liabilities of any kind or character, including under any 

theory of successor or transferee liability, labor, employment, tort, products liability, or benefits 

law, whether known or unknown as of the closing, then existing or hereafter arising, whether fixed 

or contingent, asserted or unasserted, liquidated or unliquidated, in each case, with respect to the 

Debtors or any obligations of the Debtors arising prior to the closing, including liabilities on 

account of any taxes arising, accruing or payable under, out of, in connection with, or in any way 

relating to the operation of the Debtors prior to the closing (except as otherwise expressly provided 

in the Sale Transaction Documents). For the avoidance of doubt, any Avoidance Actions 

purchased by the Purchaser will not be pursued by the Purchaser.

The transactions contemplated by the Sale Transaction Documents are undertaken by the 

applicable Debtors and the Purchaser without collusion and in good faith, as that term is defined 

in section 363(m) of the Bankruptcy Code, and accordingly, the reversal or modification on appeal 

of the authorization provided therein to consummate the Sale Transaction shall not affect the 

validity of such sale, unless such authorization and consummation of such sale are duly stayed 

pending such appeal. The Purchaser is a good faith purchaser within the meaning of section 

363(m) of the Bankruptcy Code and, as such, is entitled to the full protections of section 363(m) 

of the Bankruptcy Code.

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2. Break-Up Fee and Expense Reimbursement

Consistent with the Sale Transaction Documents, the payment of the Break-Up Fee and 

Expense Reimbursement for the Purchaser are hereby authorized in the event: (i) the Debtors that 

are party to the Purchase Agreement consummate or enter into a Qualifying Alternative 

Transaction and the Purchase Agreement is terminated in connection therewith; (ii) the Debtors 

that are party to the Purchase Agreement publicly announce or support any plan of reorganization 

or plan of liquidation other than the Plan and other than a plan that includes a conversion of any 

of the Chapter 11 Cases to chapter 7 of the Bankruptcy Code or that would not prevent or materially 

delay consummation of the Closing (as defined in the Purchase Agreement) in accordance with 

the terms of the Purchase Agreement; or (iii) the board of directors or board of managers, as 

applicable, of any Debtor that is party to the Purchase Agreement determines, in good faith based 

upon advice of outside legal counsel, that proceeding with the Purchase Agreement or the 

transactions contemplated thereunder (including the Plan or solicitation of the Plan) or taking any 

action (or refraining from taking any action) in relation thereto, would be inconsistent with the 

exercise of its fiduciary duties under applicable law, and the Purchase Agreement is terminated in 

connection therewith (in each of the foregoing cases as further set forth in and subject to the terms 

of the Purchase Agreement). The potential remedy of the Break-Up Fee and Expense 

Reimbursement was a condition of the Purchaser entering into the Purchase Agreement, which is 

the best option for the Debtors to maximize the value of their estates. The Break-Up Fee and 

Expense Reimbursement are the product of arm’s-length, good faith negotiations among the 

Debtors and the Purchaser, and as a result, the Debtors believe that the agreement to pay such fees 

to the Purchaser (if and when the same become due to the Purchaser pursuant to, and in accordance 

with the terms and conditions in, the Purchase Agreement) is a valid exercise of their business 

judgment and should be approved if required under the Sale Transaction Documents. 

3. Transactions with Netherlands Affiliates

On or prior to the closing of the transactions contemplated by the Purchase Agreement, the 

assets of the Netherlands Subsidiaries that would otherwise be Transferred Assets under the 

Purchase Agreement if such assets were owned by a Seller (as defined in the Purchase Agreement) 

shall be sold to KidKraft, or another Debtor designated by KidKraft, in exchange for the portion 

of the Purchase Price attributable to such assets (the “Netherlands Asset Sale”). The transactions 

contemplated by the Netherlands Asset Sale are undertaken by the Netherlands Subsidiaries and 

the Debtors without collusion and in good faith. The Netherlands Subsidiaries’ assets that do not 

become Transferred Assets shall be liquidated with the consent of the Prepetition Secured Parties 

and the Netherlands Subsidiaries (the “Netherlands Liquidation”). The Netherlands Subsidiaries 

will create a right of pledge in favor of the Prepetition Secured Parties over the proceeds of the 

Netherlands Asset Sale and the proceeds of the Netherlands Liquidation.

The proceeds of the Netherlands Asset Sale (i.e. the Foreign Sale Reserve) and proceeds 

of the Netherlands Liquidation, in each case with the consent of the Prepetition Secured Parties, 

shall be used to implement the orderly out-of-court wind down of the Netherlands Subsidiaries 

(the “Netherlands Wind Down,” collectively, with the Netherlands Asset Sale and Netherlands 

Liquidation, the “Netherlands Transactions”). 

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To the extent proceeds of the Netherlands Asset Sale (i.e. the Foreign Sale Reserve) or 

Netherlands Liquidation remain, after the Netherlands Wind Down is complete, such proceeds 

shall be distributed to the Prepetition Secured Parties in a manner to be determined by the 

Prepetition Secured Parties, the Debtors, and the Wind Down Administrator, as applicable, and 

the Netherlands Subsidiaries. Following the distribution of such proceeds, the Prepetition Secured 

Parties and the Netherlands Subsidiaries shall execute a mutual release of all Claims and Causes 

of Action.

Upon the Bankruptcy Court entering the Sale Approval Order, the Netherlands Asset Sale 

will be deemed authorized and approved without any requirement or further act or action by the 

Debtors or the Debtors’ governing bodies. 

4. Vesting of Wind Down Estate Assets in the Wind Down Estate

Except as otherwise provided in the Plan, the Plan Supplement, or the Confirmation Order, 

on the Effective Date, all Wind Down Estate Assets (including all interests, rights, and privileges 

related thereto) and all GUC Trust Assets (solely until the GUC Trust Assets Transfer occurs) in 

each Estate and all Causes of Action that are retained under the Plan shall vest in the Wind Down 

Estate, to be administered by the Wind Down Administrator in accordance with the Plan, free and 

clear of all Claims, Liens, and encumbrances (except for the Wind Down Claims) to the fullest 

extent provided by section 363 or 1123 of the Bankruptcy Code; provided that, for the avoidance 

of doubt, no Assets that are, or shall be, transferred to Purchaser as Transferred Assets before or 

after the Effective Date in accordance with the Purchase Agreement and the Sale Approval Order 

shall vest in the Wind Down Estate.

The vesting of the Wind Down Estate Assets, as authorized by the Plan, shall not be 

construed to destroy or limit any such Assets or rights or be construed as a waiver of any right, 

and such rights may be asserted by the Wind Down Estate as if such Asset or right was still held 

by the Debtors.

On the next Business Day following the GUC Settlement Opt-In Election Deadline, the 

Wind Down Estate shall complete the GUC Trust Assets Transfer.

5. Wind Down Administrator

The Wind Down Administrator shall be selected by the Debtors, with the consent of the 

Prepetition Secured Parties and the DIP Secured Parties. The Wind Down Administrator shall be 

the successor to and representative of the Estate of each of the Debtors appointed pursuant to 

section 1123(b)(3)(B) of the Bankruptcy Code. The powers, rights, and responsibilities of the 

Wind Down Administrator shall include the authority and responsibility to fulfill the obligations 

of the Plan consistent with the Confirmation Order. 

On the Effective Date, the authority, power, and incumbency of the Persons acting as 

managers, directors, and officers of the Debtor entities comprising the Wind Down Estate shall 

vest in the Wind Down Administrator. The Wind Down Administrator shall be appointed the sole 

manager, sole director, and sole officer of the Debtor entities comprising the Wind Down Estate, 

as applicable, and shall succeed to the powers of the Debtors’ managers, directors, and officers. 

From and after the Effective Date, the Wind Down Administrator shall be the sole Representative 

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of the Wind Down Estate and shall have the authority to sell, liquidate, or otherwise dispose of 

any and all of the Wind Down Estate Assets without any additional notice to or approval from the 

Bankruptcy Court.

In the event the Wind Down Administrator becomes incapacitated or unable to continue 

serving in such role for any reason, the Prepetition Secured Parties shall select a suitable 

replacement Wind Down Administrator as promptly as possible without the need for any further 

action or order of the Bankruptcy Court.

6. Wind Down Transactions 

The Wind Down Administrator shall retain the authority to take all necessary actions to 

wind down the operations of the Wind Down Estate and dissolve the entities comprising the Wind 

Down Estate, to the extent required by applicable law. Subject in all respects to the terms of this 

Plan, the Wind Down Administrator shall have the power and authority to take any action 

necessary to dissolve the entities comprising the Wind Down Estate, and may: (i) file a certificate 

of dissolution for the Wind Down Estate, together with all other necessary corporate and company 

documents, to effect the dissolution of the Wind Down Estate under applicable laws; (ii) complete

and file all final or otherwise required federal, state, and local tax returns and pay all required 

taxes, and pursuant to section 505(b) of the Bankruptcy Code, request an expedited determination 

of any unpaid tax liability of any of the Debtors, their respective Estates, or the entities comprising 

the Wind Down Estate for any tax incurred during the administration of these Chapter 11 Cases, 

as determined under applicable tax laws; and (iii) represent the interests of the Debtors, their 

respective Estates, and entities comprising the Wind Down Estate before any taxing authority in 

all tax matters, including any action, suit, proceeding, or audit. 

Any applicable filing by the Wind Down Administrator of any certificates of dissolution 

(or similar documentation) of the entities comprising the Wind Down Estate shall be authorized 

and approved in all respects without further action under applicable law, regulation, order, or rule, 

including any action by the stockholder, members, officers, board of directors, or board of 

managers of the Debtors or any of their respective Affiliates. As the entities comprising the Wind 

Down Estate will be dissolved upon completion of the administration of this Plan, no new 

corporate organizational documents will be executed by the Wind Down Administrator.

For the avoidance of doubt, the Wind Down Administrator shall not be empowered to 

perform any actions designated to the GUC Trust or the GUC Trustee under the Plan or the GUC 

Trust Agreement. 

7. Fees and Expenses of the Wind Down Administrator

The Wind Down Estate Expenses shall be paid after the Effective Date solely using the 

Post-Sale Reserve. The Wind Down Administrator, on behalf of the Wind Down Estate, may 

employ, without further order of the Bankruptcy Court, professionals (including professionals 

previously employed by the Debtors) to assist in carrying out duties for the Wind Down Estate and 

may compensate and reimburse the expenses of such professionals in the ordinary course, without 

further order of the Bankruptcy Court, subject to the Post-Sale Reserve.

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8. Settlement of Claims

Except as otherwise provided in the Plan, on and after the Effective Date, the Wind Down 

Administrator may compromise or settle any Claims related to the Wind Down Estate Assets 

without supervision or approval by the Bankruptcy Court and free of any restrictions of the 

Bankruptcy Code or Bankruptcy Rules and may pay the charges that it incurs on or after the 

Effective Date for Wind Down Estate Expenses, professionals’ fees, disbursements, expenses, or

related support services (including fees relating to the preparation of Professional fee applications) 

without application to the Bankruptcy Court.

9. Sales of Assets by the Wind Down Estate

The Wind Down Administrator may conduct any sales or liquidations of De Minimis 

Assets on any terms it deems reasonable, subject to the consent of the Prepetition Secured Parties 

(with such consent not to be unreasonably withheld), without further order of the Bankruptcy 

Court. In lieu of conducting sales or liquidating its assets, with the consent of the Prepetition 

Secured Parties, the Wind Down Administrator may transfer any Wind Down Estate Assets to the 

Prepetition Secured Parties free and clear of all liens, claims, and encumbrances after the Effective 

Date.

10. Abandonment of Assets by the Wind Down Estate

The Wind Down Administrator may, with the consent of the Prepetition Secured Parties, 

on no less than 14 days’ written notice to the U.S. Trustee, abandon any Wind Down Estate Assets 

which the Wind Down Administrator determines are burdensome to the Wind Down Estate, 

including any pending adversary proceeding or other legal action commenced or commenceable 

by any Debtor prior to the Effective Date; provided that if the U.S. Trustee provides a written 

objection to the Wind Down Administrator prior to the expiration of such 14 day period with 

respect to the proposed abandonment of any Wind Down Estate Asset, then such property may be 

abandoned only pursuant to an order by the Bankruptcy Court.

11. Plan Distributions

a. Sources of Consideration for Plan Distributions

On the Effective Date, the Debtors will fund the Debtors’ distributions under the Plan with 

(i) the proceeds of the Sale Transaction, subject in all respects to amounts held-back in accordance 

with the Purchase Agreement, (ii) the Administrative Expense Claim, Priority Tax Claim, and 

Other Priority Claim Backstop Amount, (iii) the Debtors’ available Cash on hand, and (iv) with 

the consent of the DIP Secured Parties, the proceeds of the DIP Facility. After the Effective Date, 

other than with respect to funds held in the Professional Fee Escrow Account, the Post-Sale 

Reserve shall be held in a separate account from any other funds held by the Wind Down Estate.

b. Professional Fee Escrow Account

The Professional Fee Reserve Amount shall be held in trust in a segregated Professional 

Fee Escrow Account by the Wind Down Administrator for distributions or payment in accordance 

with the terms of Article II of the Plan. 

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12. Corporate Existence

On or after the Effective Date, each of the Debtors will be subject to a Dissolution

Transaction. The equity or membership interests of each Debtor entity that is not subject to a 

Dissolution Transaction on the Effective Date will vest in the Wind Down Estate pursuant to this 

Plan. For the avoidance of doubt, the Debtor entities that are not subject to a Dissolution 

Transaction on the Effective Date will continue to exist after the Effective Date for the limited 

purpose of completing the GUC Trust Assets Transfer and the Wind Down Transactions. Promptly 

after completing the Wind Down Transactions, such entities shall be dissolved by the Wind Down 

Administrator.

13. Dissolution Transactions

On or after the Effective Date, the Debtors or the Wind Down Administrator will enter into 

such Dissolution Transactions and will take such actions as may be necessary or appropriate to 

merge, dissolve, or otherwise terminate the corporate existence of the Debtors. The actions to 

effect the Dissolution Transactions may include: (i) the execution and delivery of appropriate 

agreements or other documents of transfer, merger, consolidation, disposition, liquidation, or 

dissolution containing terms that are consistent with the terms of the Plan and that satisfy the 

requirements of applicable law, as well as other terms to which these entities may agree; (ii) the 

execution and delivery of appropriate instruments of transfer, assignment, assumption, or 

delegation of any asset, property, right, liability, duty or obligation on terms consistent with the

terms of the Plan and having such other terms as these entities may agree; (iii) the filing of 

appropriate certificates or articles of merger, consolidation, continuance, or dissolution or similar 

instruments with the applicable governmental authorities; and (iv) the taking of all other actions 

that the Wind Down Administrator determines to be necessary or appropriate, including making 

other filings or recordings that may be required by applicable law in connection with the 

Dissolution Transactions.

14. Recourse Solely to Wind Down Estate Assets

All Claims against the Debtors and against the GUC Trust are deemed satisfied, waived, 

and released as to the Debtors and the GUC Trust, as applicable, in exchange for the treatment of 

such Claims under the Plan or the distributions made from the GUC Trust, and Holders of Allowed 

Claims against any Debtor will have recourse solely to the Wind Down Estate Assets (and, in the 

case of the Prepetition Secured Parties, to the unused amounts, if any, of the Post-Sale Reserve 

and Professional Fee Escrow Account) for the payment of their Allowed Claims in accordance 

with the terms of the Plan. There will be no recourse for claims other than as to non-Debtors.

15. Cancellation of Existing Securities and Agreements

On the Effective Date, except to the extent otherwise expressly provided in the Plan 

(including with respect to the Prepetition Credit Agreement Documents), (i) all notes, bonds, 

debentures, instruments, certificates, credit agreements, indentures, collateral documents, 

guarantees, filings, recordings, registrations, and other documents and instruments evidencing, 

securing, or governing Claims or Interests, and any Interests that are not represented by certificates 

or other instruments, shall be canceled, terminated, released, and surrendered automatically 

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without any action on the part of any party, (ii) all Liens of any nature or any assets of any Debtor 

securing, or purporting to secure, such Claims shall be fully, finally, and irrevocably released and 

extinguished automatically without any action on the part of any party (and (x) the Debtors are 

hereby irrevocably authorized to make such filings, recordings, registrations, and notifications, 

and take such other actions, as the Debtors shall deem necessary or advisable to carry out such 

release and extinguishment and (y) the holders of such Claims shall take such actions and execute 

such instruments as the Debtors may reasonably request to carry out such release and 

extinguishment) and (iii) the obligations of the Debtors in respect of such Claims or in any way 

related thereto or arising therefrom (except with respect to any Indemnification Obligations, which 

obligations shall be assumed and assigned as set forth in Article V.G of the Plan) shall be deemed 

satisfied in full, terminated, canceled, released, and of no force or effect against the Debtors or the 

Wind Down Estate, without any further action on the part of the Debtors, the Wind Down Estate, 

or any other Person. Holders of or parties to such canceled instruments, Securities, and other 

documentation will have no rights arising from or relating to such instruments, Securities, and 

other documentation, or the cancellation thereof, except the rights provided for pursuant to the 

Plan. To the extent applicable, the Debtors’ corporate charters shall be deemed amended by the 

Confirmation Order to provide that no nonvoting equity securities will be issued and to otherwise 

comply with the requirements of section 1123(a)(6) of the Bankruptcy Code.

Notwithstanding anything to the contrary herein, but subject to any applicable provisions 

of Articles IV and VI of the Plan, the Prepetition Credit Agreement Documents shall continue in 

effect as between all Debtors and the non-Debtors party thereto until the wind down of the Debtors 

and the Netherlands Wind Down is complete. Following completion of the wind down of the 

Debtors and the Netherlands Wind Down and distribution of the proceeds after the Netherlands 

Wind Down is complete, if any, to the Prepetition Secured Parties, as provided in Article IV of the 

Plan, the Prepetition Credit Agreement Documents shall be canceled and surrendered and the 

obligations of the Debtors thereunder or in any way related thereto shall be deemed satisfied in 

full, canceled, and of no force or effect against the Debtors or the Wind Down Estate, without any 

further action on the part of the Debtors, the Wind Down Estate, or any other Person. Except as 

provided in the Plan (including Article VI of the Plan), on the Effective Date, the Prepetition Credit 

Agreement Agent, its respective agents, successors, and assigns shall be automatically and fully 

discharged of all of their duties and obligations associated with the Prepetition Credit Agreement 

Documents (as applicable). The commitments and obligations (if any) of the Prepetition Credit 

Agreement Lenders to extend any further or future credit or financial accommodations to any of 

the Debtors, any of their respective subsidiaries, including, any non-Debtors, or any of their 

respective successors or assigns under the Prepetition Credit Agreement Documents shall fully 

terminate and be of no further force or effect on the Effective Date.

16. Release of Liens

Except for the Wind Down Claims (which include the Prepetition Secured Party Liens 

securing such Claims), and as otherwise provided in the Plan or in any contract, instrument, release 

or other agreement or document entered into or delivered in connection with the Plan, on the 

Effective Date concurrently and consistent with the treatment provided for Claims and Interests in 

Article III, all mortgages, deeds of trust, Liens against, security interests in, or other encumbrances 

or interests in property of any Estate shall be deemed fully released and discharged. After the wind 

down of the Debtors and the Netherlands Wind Down is complete and after the proceeds of the 

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Netherlands Asset Sale and Netherlands Liquidation, if any, are indefeasibly distributed in Cash 

to the Prepetition Secured Parties as provided in Article IV of the Plan, all mortgages, deeds of 

trust, Liens against, security interests in, or other encumbrances or interests in property of any 

Estate on account of the Wind Down Claims shall be deemed fully released and discharged. 

Notwithstanding anything contained herein to the contrary, until completion of the wind down of 

the Debtors and the Netherlands Wind Down and distribution of the proceeds after the Netherlands 

Wind Down is complete, if any, to the Prepetition Secured Parties, as provided in Article IV of the 

Plan, the Plan shall not operate as a waiver of any right, power or remedy of the Prepetition Agent 

or Prepetition Lenders, or constitute a waiver of any provision of the Prepetition Credit Agreement 

Documents in respect of any non-Debtor affiliate of the Debtors party thereto and the obligations 

of the non-Debtor affiliates thereunder shall remain in full force and effect.

17. Corporate Governance, Directors and Officers.

a. Certificates of Incorporation and Bylaws

Consistent with the Plan, all existing certificates of incorporation and by-laws will be 

canceled; accordingly, no new certificates of incorporation and by-laws will be necessary for any 

Debtors. Certain of the Debtor entities comprising the Wind Down Estate will continue to exist 

after the Effective Date for the purpose of completing the GUC Trust Assets Transfer and the Wind 

Down Transactions. 

b. Directors and Officers

As of the Effective Date, the term of the current members of the boards of directors or 

boards of managers, as applicable, of KidKraft and its Debtor Affiliates shall expire automatically 

and each person serving as a director of KidKraft and each of its Debtor Affiliates shall be removed 

and shall be deemed to have resigned and cease to serve automatically. Consistent with the Plan, 

each of the Estates will vest in the Wind Down Estate effective as of the Effective Date and, thus, 

no individuals will serve as directors, officers, or voting trustees after the Effective Date for any 

Debtors. The Wind Down Administrator will be the sole member, manager, director, officer, or 

other governing body or controlling authority of each Debtor entity that is not subject to a 

Dissolution Transaction on the Effective Date. 

18. Insurance Policies

To the extent that any of the Debtors’ insurance policies constitute Executory Contracts, 

such insurance policies and any agreements, documents, or instruments relating thereto, are treated 

as and deemed to be Executory Contracts under the Plan and shall be assumed by the Debtors and 

assigned to the Wind Down Estate on the Effective Date. All other insurance policies shall vest 

in the Wind Down Estate.

19. D&O Liability Insurance Policies

Notwithstanding anything in the Plan to the contrary, as of the Effective Date, the Debtors 

shall be deemed to assume and vest in the Wind Down Estate all D&O Liability Insurance Policies 

(including tail coverage liability insurance) pursuant to section 365(a) of the Bankruptcy Code, to 

the extent they are Executory Contracts. Entry of the Confirmation Order will constitute the 

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Bankruptcy Court’s approval of the Debtors’ assumption of each of the D&O Liability Insurance 

Policies, to the extent they are Executory Contracts. Notwithstanding anything to the contrary 

contained in the Plan, Confirmation of the Plan shall not discharge, impair, or otherwise modify 

any indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance 

Policies, and each such indemnity obligation will be deemed and treated as an Executory Contract 

that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, 

and shall survive the Effective Date. On the Effective Date, all D&O Liability Insurance Policies 

shall vest in the Wind Down Estate consistent with the Confirmation Order without further order 

of the Bankruptcy Court.

20. Preservation of Causes of Action

Except as provided in the Plan, or in any contract, instrument, release, or other agreement 

entered into or delivered in connection with the Plan, in accordance with section 1123(b) of the 

Bankruptcy Code, the Wind Down Estate will retain and may enforce any claims, demands, rights, 

and causes of action that any Estate may hold against any Person to the extent not satisfied, settled, 

and released under the Plan or otherwise, including the Retained Causes of Action; provided that, 

the Wind Down Estate will not retain any Causes of Action (including Avoidance Actions) that 

are assigned to Purchaser as Transferred Assets in connection with the Sale Transaction that may 

be included in the GUC Trust Assets and transferred to the GUC Trust or are transferred to the 

GUC Trust in accordance with the Plan. The Wind Down Administrator may pursue any such 

retained claims, demands, rights, or causes of action, as appropriate, in accordance with the best 

interests of the Wind Down Estate. Except to the extent any such claim is specifically satisfied, 

settled, and released herein, in accordance with and subject to any applicable law, the Debtor’s 

inclusion or failure to include any Cause of Action on the List of Retained Causes of Action shall 

not be deemed an admission, denial, or waiver of any claims, demands, rights, or causes of action 

that the Debtor or Estate may hold against any Person. Except to the extent any such claim is 

specifically satisfied, settled, and released herein, the Debtor intends to preserve those claims, 

demands, rights, or causes of action designated as Retained Causes of Action. For the avoidance 

of doubt, in no instance will any Cause of Action preserved pursuant to this Article IV.A.20 include 

any claim or Cause of Action with respect to, or against, a Released Party.

21. Substitution in Pending Legal Actions

On the Effective Date, the Wind Down Estate or the Wind Down Administrator, as 

applicable, shall be deemed to be substituted as the party to any litigation in which the Debtors are 

a party, including (but not limited to) (i) pending contested matters or adversary proceedings in 

the Bankruptcy Court or the CCAA Court, (ii) any appeals of orders of the Bankruptcy Court, and 

(iii) any state court or federal or state administrative proceedings or equivalent in Canada or any 

other applicable jurisdiction pending as of the Petition Date. The Wind Down Administrator and 

its professionals are not required to, but may, take such steps as are appropriate to provide notice 

of such substitution.

22. Effectuating Documents; Further Transactions

The Debtors (prior to the Effective Date) and the Wind Down Administrator (on or after 

the Effective Date) are authorized to and may issue, execute, deliver, file, or record such contracts, 

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securities, instruments, releases, and other agreements or documents and take such actions as may 

be necessary or appropriate to effectuate, implement, and evidence the terms and conditions of the 

Plan, the Purchase Agreement, and the Dissolution Transactions, in each case, in the name of and 

on behalf of any Debtor or the Wind Down Estate, as applicable, without the need for any 

approvals, authorizations, or consents except those expressly required pursuant to the Plan.

Pursuant to section 1146(a) of the Bankruptcy Code, the following will not be subject to

any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, real estate 

transfer tax, sales or use tax, mortgage recording tax, Uniform Commercial Code filing or 

recording fee, regulatory filing or recording fee or other similar tax or governmental assessment: 

(a) any transfer made by the Debtors to the Wind Down Estate; (b) any transfer made by the 

Debtors and, if applicable, the Wind Down Estate to the Purchaser pursuant to the Plan, the 

Purchase Agreement, and/or the Sale Order; (c) any sales made by the Wind Down Estate to

liquidate such assets in the trust and convert such assets into Cash; (d) the making or assignment 

of any lease or sublease; (e) any Dissolution Transaction; and (f) the making or delivery of any 

deed or other instrument of transfer under, in furtherance of or in connection with the Plan, 

including any merger agreements, agreements of consolidation, restructuring, disposition, 

liquidation or dissolution, deeds, bills of sale, or assignments executed in connection with any of 

the foregoing or pursuant to the Plan.

B. Restructuring Support Agreement

Upon the later of (i) the Effective Date or (ii) the consummation of the Sale Transaction, 

any surviving obligations under the Restructuring Support Agreement shall terminate on a final 

basis.

C. Global Settlement

1. GUC Trust

On the Effective Date, the GUC Trust will be established with the primary purpose of 

liquidating the GUC Trust Assets and making distributions to GUC Trust Beneficiaries on account 

of their Allowed General Unsecured Claims. 

Subject to and to the extent set forth in the Plan, the Confirmation Order, the GUC Trust 

Agreement, or any other order of the Bankruptcy Court entered in connection therewith, the GUC

Trust shall be empowered to: (a) perform all actions and execute all agreements, instruments, and 

other documents necessary to implement the terms of the Plan to the extent applicable to the GUC 

Trust; (b) establish, maintain, and administer the GUC Trust Accounts; (c) accept, preserve, 

receive, collect, manage, invest, sell, liquidate, transfer, supervise, and protect, as applicable, the 

GUC Trust Assets (directly or through its professionals or a Disbursing Agent), in accordance with 

the Plan; (d) subject to the GUC Trust Agreement, the Plan, and the Confirmation Order, as 

applicable, review, reconcile, settle, or object to all General Unsecured Claims that are not Allowed

Claims as of the Effective Date pursuant to the procedures for allowing or disputing Claims 

prescribed in the Plan; (e) calculate and make distributions of the proceeds of the GUC Trust Assets 

to Holders of Allowed General Unsecured Claims that are GUC Trust Beneficiaries in accordance 

with the terms of the Plan and the GUC Trust Agreement and otherwise implement the terms of 

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the Plan to the extent applicable to the GUC Trust; (f) retain, compensate, and employ 

professionals to represent or advise the GUC Trust; (g) file, in accordance with the GUC Trust 

Agreement, appropriate tax returns on behalf of the GUC Trust and pay any and all taxes or other 

obligations arising in connection therewith; (h) exercise such other powers as may be vested in the 

GUC Trust under the GUC Trust Agreement and the Plan, or as are deemed by the GUC Trustee 

to be necessary and proper to implement the provisions of the Plan and the GUC Trust Agreement; 

and (i) terminate the GUC Trust in accordance with the terms of the GUC Trust Agreement. For 

the avoidance of doubt, the GUC Trust shall not be empowered with performing any actions 

designated to the Wind Down Estate created pursuant to Article IV.A of the Plan and shall have 

no authority to pursue any Claims or Causes of Action against Released Parties or Exculpated 

Parties.

Notwithstanding anything to the contrary in this Article IV.C, the GUC Trust shall have

no objective to continue or engage in the conduct of a trade or business except to the extent 

reasonably necessary to, and consistent with, the GUC Trust’s purpose as described herein and in 

the GUC Trust Agreement and as may be reasonably necessary to conserve and protect the GUC

Trust Assets and provide for the orderly liquidation and distribution thereof. Accordingly, the GUC 

Trustee shall, in an orderly manner, liquidate the GUC Trust Assets and make timely distributions 

pursuant to the Plan and not unduly prolong the duration of the GUC Trust.

The GUC Trust Beneficiaries, who will be treated as grantors and deemed owners for 

federal income tax purposes, will be holders of GUC Trust Interests. The GUC Trust shall file 

federal income tax returns for the GUC Trust as a grantor trust pursuant to Section 671 of the Tax 

Code and the Treasury Regulations promulgated thereunder. The parties shall not take any position 

on their respective tax returns with respect to any other matter related to taxes that is inconsistent 

with treating the GUC Trust as a “liquidating trust” within the meaning of Treasury Regulation 

Section 301.7701-4(d), unless any party receives definitive guidance from the Internal Revenue 

Service.

The GUC Trust shall be responsible for paying any (i) U.S. Trustee fees accruing in relation 

to disbursements by the GUC Trust and (ii) taxes related to the GUC Trust Assets or the liquidation 

thereof. Any professionals hired by the GUC Trustee will be compensated for services in such 

capacity solely from the GUC Trust Assets or proceeds thereof.

2. Funding of and Transfer of Assets into the GUC Trust

Except as otherwise provided in the Plan or the Confirmation Order, on the next Business 

Day following the GUC Settlement Opt-In Election Deadline, the Wind Down Estate shall 

complete the GUC Trust Assets Transfer, and all such assets shall vest in the GUC Trust on such 

date, to be administered by the GUC Trustee in accordance with the Plan and the GUC Trust 

Agreement. Except as set forth in the Plan, the GUC Trust Assets shall be transferred to the GUC 

Trust free and clear of all Claims, Liens, and encumbrances to the fullest extent provided by section 

363 or 1123 of the Bankruptcy Code. All Cash amounts funded into the GUC Trust from the 

Debtors shall be funded by the U.S. Debtors.

For all federal and applicable state and local income tax purposes, all Persons (including 

without limitation the Debtors, the GUC Trustee and the GUC Trust Beneficiaries) will treat the 

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transfers and assignment of the GUC Trust Assets to the GUC Trust for the benefit of the GUC 

Trust Beneficiaries as (a) a transfer of the GUC Trust Assets directly to the GUC Trust 

Beneficiaries followed by (b) the transfer of the GUC Trust Assets by the GUC Trust Beneficiaries 

to the GUC Trust. The GUC Trust will be treated as a grantor trust for federal tax purposes and, to 

the extent permitted under applicable law, for state and local income tax purposes. The GUC Trust 

Beneficiaries will be treated as the grantors and deemed owners of their allocable portion of the 

GUC Trust Assets for federal income tax purposes.

The fair market value of the portion of the GUC Trust Assets that is treated for U.S. federal 

income tax purposes as having been transferred to each GUC Trust Beneficiary will be determined 

by the GUC Trustee, and all parties (including, without limitation, the GUC Trustee and the GUC 

Trustee Beneficiaries) must utilize such fair market values determined by the GUC Trustee for 

federal and applicable state and local income tax purposes.

The GUC Trust’s taxable income, gain, loss, deduction or credit will be allocated to the 

GUC Trust Beneficiaries in accordance with their relative beneficial interests in the GUC Trust 

during the applicable taxable period. Such allocation will be binding on all parties for federal and 

applicable state and local income tax purposes, and the parties will responsible for the payment of 

any federal, state and local income tax due on the income and gain so allocated to them.

The act of transferring the GUC Trust Assets, as authorized by the Plan, shall not be 

construed to destroy or limit any such assets or rights or be construed as a waiver of any right, and 

such rights may be asserted by the GUC Trust as if the asset or right was still held by the Debtors.

3. GUC Trustee

Solely with respect to the GUC Trust Assets and the administration of General Unsecured 

Claims, the GUC Trustee shall be the successor to and representative of the Estate of each of the 

Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code. The powers, rights, 

and responsibilities of the GUC Trustee shall be specified in the GUC Trust Agreement and shall 

include the authority and responsibility to fulfill the items identified in the Plan. Other rights and 

duties of the GUC Trustee and the GUC Trust Beneficiaries shall be as set forth in the GUC Trust 

Agreement.

The Committee shall select the GUC Trustee, subject to the consent, not to be unreasonably 

withheld, of the Debtors and the Prepetition Secured Parties.

4. GUC Trust Agreement

The GUC Trust Agreement will contain certain provisions to comply with Internal 

Revenue Service guidance for trusts treated as liquidating trusts. Among other things, the GUC 

Trust Agreement will require that the GUC Trust terminate no later than three years from the 

Effective Date; provided, however, that the Bankruptcy Court, upon motion by the GUC Trustee, 

may extend the term of the GUC Trust for a reasonable finite period if (a) such extension is 

necessary to the purpose of the GUC Trust, (b) the GUC Trustee receives an opinion of counsel or 

a ruling from the IRS stating that such an extension would not adversely affect the status of the 

GUC Trust as a liquidating trust for federal income tax purposes, and (c) such an extension is 

obtained within the six (6) month period prior to the GUC Trust’s third (3rd) anniversary or the 

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end of the immediately preceding extension period, as applicable; provided, however, each finite 

extension may be no more than six months (and such extension shall not exceed a total of four 

extensions unless the GUC Trustee received a favorable ruling from the Internal Revenue Service 

that any further extension would not adversely affect the status of the GUC Trust as a grantor trust 

for U.S. federal income tax purposes. The GUC Trust Agreement generally will also provide for, 

among other things: (i) the payment of reasonable and documented compensation to the GUC 

Trustee; (ii) the payment of other expenses of the GUC Trust; (iii) the retention of counsel, 

accountants, financial advisors, or other professionals and the payment of their compensation; 

(iv) the investment of Cash by the GUC Trustee within certain limitations; (v) the preparation and 

filing of appropriate tax returns and other reports on behalf of the GUC Trust and the Debtors and 

the payment of taxes or other obligations owed by the GUC Trust, if any; (vi) the distribution at 

least annually to the GUC Trust Beneficiaries the GUC Trust’s net Cash income and all other Cash 

proceeds received by the GUC Trust in excess of an amount reasonably necessary to meet Claims 

and contingent liabilities and to maintain the value of the GUC Trust Assets; (vii) the orderly 

liquidation of the GUC Trust Assets; and (viii) any reconciliation, administration, objection, 

resolution, and distribution on account of General Unsecured Claims. For the avoidance of doubt, 

any payments to be made by the GUC Trust shall be paid solely from the GUC Trust Assets or the 

proceeds thereof.

Additional terms of the GUC Trust and Obligations of the GUC Trustee, if any, will be 

addressed in the Plan Supplement or GUC Trust Agreement, as applicable.

5. Settlement of Claims and Causes of Action

Except as otherwise provided in the Plan or the GUC Trust Agreement, on and after the 

Effective Date, the GUC Trustee may compromise or settle any General Unsecured Claims or any 

Causes of Action that are GUC Trust Assets without supervision or approval by the Bankruptcy 

Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules and may pay the 

charges that it incurs on or after the Effective Date for GUC Trust Expenses, professionals’ fees, 

disbursements, expenses, or related support services (including fees relating to the preparation of 

Professional fee applications) without application to the Bankruptcy Court.

6. Recourse Solely to GUC Trust Assets

All Claims against the Debtors are deemed satisfied, waived, and released as to the Debtors 

in exchange for the treatment of such Claims under the Plan, and Holders of Allowed General 

Unsecured Claims against any Debtor will have recourse solely to the GUC Trust Assets for the 

payment of their Allowed General Unsecured Claims, and only if such Holder made a GUC 

Settlement Opt-In Election, all in accordance with the terms of the Plan and the GUC Trust 

Agreement. A Holder of Allowed General Unsecured Claims that does not make a GUC 

Settlement Opt-In Election will receive no recovery or distribution on account of such claims, as 

set forth in Article III.B.4 of the Plan. 

Potential Avoidance Actions against a Holder of General Unsecured Claims that is listed 

on Schedule 1 to the Global Settlement Term Sheet will (i) be purchased by the Purchaser as part 

of the Sale Transaction, subject to the occurrence of the GUC Settlement Election Opt-In Deadline, 

(ii) be held by the Wind Down Administrator pending the occurrence of the GUC Settlement 

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Election Opt-In Deadline, (iii) to the extent any such Holder does not make a GUC Settlement 

Opt-In Election, will be conveyed to the Purchaser on the next Business Day following the GUC 

Settlement Opt-In Election Deadline, and (iv) will not be pursued by the Purchaser. For the 

avoidance of doubt, if a Holder of General Unsecured Claims that is listed on Schedule 1

makes a GUC Settlement Opt-In Election, any potential Avoidance Actions against such 

Holder will not be conveyed to the Purchaser and instead will become GUC Trust Assets, 

and such potential Avoidance Actions may be pursued against such Holder.

7. Distribution of GUC Trust Assets

The GUC Trust Assets, including any proceeds received by the GUC Trust on account of 

the prosecution or settlement of any commercial tort claims or Avoidance Actions that are GUC 

Trust Assets, net of any GUC Trust expenses (including professional fees) not covered by the GUC 

Trust Expense Reserve, shall be distributed at least annually as follows: 

(i) Holders of Allowed General Unsecured Claims that are GUC Trust Beneficiaries other 

than the Prepetition Secured Parties and/or DIP Secured Parties shall receive their Pro Rata 

share of 100% of the GUC Trust Assets up to $1,000,000; and 

(ii) thereafter, all Holders of Allowed General Unsecured Claims that are GUC Trust 

Beneficiaries (including the Prepetition Secured Parties’ Deficiency Claims) shall receive 

their Pro Rata share of 100% of the GUC Trust Assets.

8. MidOcean Waiver of Claims and Cash Contribution

On the Effective Date, MidOcean will (i) contribute $100,000 in Cash to the GUC Trust 

(the “Sponsor Cash Contribution”) and (ii) waive any General Unsecured Claims it may have 

against the Debtors, including any claims under the subordinated note and services agreement (the 

“Sponsor Claims Waiver”); provided, however, that nothing in the foregoing shall result in any of 

the Debtors’ directors that are MidOcean designees waiving or releasing any rights to assert 

indemnification claims against the Debtors or any of its insurance carriers or any rights as 

beneficiaries of any insurance policies.

MidOcean is a Released Party under the Plan and has provided valuable consideration to 

the Estates in the form of the Sponsor Cash Contribution and the Sponsor Claims Waiver. 

Accordingly, notwithstanding anything set forth in the Plan, neither the GUC Trust nor the Debtors 

(nor any entity on behalf of the Debtors’ Estates, including the Wind Down Estate) shall bring or 

be entitled to bring any claims or Causes of Action against (i) the Debtors’ current and former 

directors and officers appointed and/or designated by MidOcean or (ii) MidOcean or any of its 

current and former Affiliates or it or its current and former Affiliates’ current and former directors, 

managers, officers, employees, managed accounts and funds, predecessors, successors, assigns, 

subsidiaries, equity holders, members, agents, attorneys, accountants, investment bankers, 

consultants, and other professionals, each solely in their capacity as such, and all such claims shall 

be deemed and hereby are waived and released, and each of the foregoing Persons shall be a 

“Released Party” for purposes of the Plan.

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ARTICLE V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases

On the Effective Date, except as otherwise provided herein or in any contract, instrument, 

release, or other agreement or document entered into in connection with the Plan, the Plan shall 

serve as a motion under sections 365 and 1123(b)(2) of the Bankruptcy Code to assume, assume 

and assign, or reject Executory Contracts and Unexpired Leases, and all Executory Contracts or 

Unexpired Leases shall be rejected as of the Effective Date without the need for any further notice 

to or action, order, or approval of the Bankruptcy Court, unless such Executory Contract or 

Unexpired Lease: (i) is designated on a schedule of assumed contracts by the Purchaser; (ii) is 

designated as a Transferred Contract pursuant to the Purchase Agreement on the Schedule of 

Assumed Executory Contracts and Unexpired Leases in the Plan Supplement; (iii) was previously 

assumed or rejected by the Debtors, pursuant to a Final Order of the Bankruptcy Court; 

(iv) previously expired or terminated pursuant to its own terms or by agreement of the parties 

thereto; (v) is the subject of a motion to reject filed by the Debtors on or before the Confirmation 

Date; or (vi) is subject to a motion to reject pursuant to which the requested effective date of such 

rejection is after the Effective Date.

Entry of the Confirmation Order and/or Sale Approval Order, as applicable, shall constitute 

the Bankruptcy Court’s order approving the assumptions, assumptions and assignments, or 

rejections, as applicable, of Executory Contracts or Unexpired Leases as set forth in the Plan 

pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Each Executory Contract or 

Unexpired Lease comprising a Transferred Contract shall re-vest in and be fully enforceable by 

the Purchaser in accordance with its terms, except as such terms may have been modified by the 

provisions of the Plan or any order of the Bankruptcy Court. Notwithstanding anything to the 

contrary in the Plan, the Debtors reserve the right to, with the consent of the Purchaser, alter, 

amend, modify, or supplement the Schedule of Assumed Executory Contracts and Unexpired 

Leases at any time prior to the Effective Date on no less than two business days’ notice to the 

applicable non-Debtor counterparties.

Unless otherwise indicated, assumptions, assumptions and assignments, or rejections of 

Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective 

Date. Any motions to reject Executory Contracts or Unexpired Leases pending on the Effective 

Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date.

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases

Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim 

with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, 

pursuant to the Plan or the Confirmation Order, if any, must be Filed with the Bankruptcy Court 

in accordance with the Bar Date Order. Any Claims arising from the rejection of an Executory 

Contract or Unexpired Lease not Filed with the Bankruptcy Court within such time will be 

automatically disallowed, forever barred from assertion, and shall not be enforceable against 

the Debtors, the Wind Down Estate, the Estates, or their property (as applicable), without 

the need for any objection by the Wind Down Estate or Wind Down Administrator (as 

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applicable), or further notice to, or action, order, or approval of the Bankruptcy Court or 

any other Entity, and any Claim arising out of the rejection of the Executory Contract or 

Unexpired Lease shall be deemed fully satisfied and released, notwithstanding anything in 

the Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ 

Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and 

shall be treated in accordance with Article III.B of the Plan. 

C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases

Any monetary defaults under an Executory Contract or Unexpired Lease, as reflected on 

the applicable Cure Notice, shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy 

Code, by payment of the proposed cure amount (if any) in Cash by the Debtors, the Wind Down 

Estate, or for the Transferred Contracts, by the Purchaser, as applicable, on the Effective Date or 

as soon as reasonably practicable thereafter, subject to the limitations described below or on such 

other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree.

1. Cure of Defaults for Transferred Contracts Under the Purchase Agreement

Consistent with the Purchase Agreement and subject to the terms and conditions therein, 

within three business days after the Petition Date the Debtors shall deliver a Cure Notice, in form 

and substance reasonably acceptable to Buyer, of potential assumption and assignment and 

proposed cure of the Transferred Contracts to the applicable counterparty (each a “Contract 

Counterparty”), which shall specify: (a) that such contract is contemplated to be assumed and 

assigned to Purchaser as a Transferred Contract in connection with the Sale Transactions; (b) the 

proposed Cure Claim with respect to each Transferred Contract; (c) that each respective Contract 

Counterparty may file an objection (a “Contract Objection”) to the proposed assumption and 

assignment of the applicable Transferred Contract or the proposed Cure Claim, if any. Such 

Contract Objection must (i) be in writing; (ii) comply with the Federal Rules of Bankruptcy 

Procedure and any applicable local rules of the U.S. Bankruptcy Court; (iii) be Filed with the 

Bankruptcy Court, together with proof of service, on or before 5:00 p.m. (Central Time) on the 

date that is 21 days after the date the Debtors delivered the Cure Notice (the “Cure Notice 

Objection Deadline”); (iv) be served, so such objection is actually received on or before the Cure 

Notice Objection Deadline on counsel to the Debtors, counsel to the DIP Secured Parties, counsel 

to the Purchaser, and the Office of the U.S. Trustee for the Northern District of Texas; and (v) state 

with specificity the grounds for such objection, including, without limitation, the asserted amount 

of the fully liquidated Cure Claim and the legal and factual bases for any unliquidated portion of 

the Cure Claim that the Contract Counterparty believes is required to be paid under section 

365(b)(1)(A) and (B) of the Bankruptcy Code for the applicable Transferred Contract, along with 

the specific nature and dates of any alleged defaults, the pecuniary losses, if any, resulting 

therefrom, and the conditions giving rise to any such defaults. If a Contract Counterparty files a 

Contract Objection in a manner that is consistent with the requirements set forth above and the 

parties are unable to consensually resolve the dispute prior to the Sale Hearing, the amount to be 

paid or reserved with respect to such Contract Objection will be determined at the Confirmation 

Hearing or such other date determined by the U.S. Bankruptcy Court.

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2. Cure of Defaults for Other Assumed Executory Contracts and Unexpired Leases

For all other Executory Contracts or Unexpired Leases not deemed “Transferred 

Contracts,” at least 14 days before the Confirmation Hearing, the Debtors shall distribute, or cause 

to be distributed, Cure Notices of proposed assumption and proposed cure amounts to the 

applicable third parties. Unless otherwise agreed upon in writing by the parties to the applicable 

Executory Contract or Unexpired Lease, any objection by a counterparty to an Executory Contract 

or Unexpired Lease to a proposed assumption or related cure amount paid or proposed to be paid 

by the Debtors or the Wind Down Estate to such counterparty must be filed with the Bankruptcy 

Court and served on and actually received by the Debtors at least 7 days before the Confirmation 

Hearing. Any counterparty that fails to timely object to the proposed assumption or proposed 

cure amount shall be deemed to have assented to such assumption and cure amount, and any 

such objection shall be Disallowed and forever barred, estopped, and enjoined from 

assertion, and shall not be enforceable against the Debtors or the Wind Down Estate, without 

the need for any objection by the Wind Down Estate or any other party in interest or any 

further notice to or action, order, or approval of the Bankruptcy Court. 

Any Cure Claim shall be deemed fully satisfied, released, and discharged upon payment 

by the Debtors or the Wind Down Estate of the amount set forth in the applicable Cure Notice or, 

if the Allowed Cure Claim with respect to any Executory Contract or Unexpired Lease is 

determined by a Final Order to be greater than the applicable amount set forth in the Cure Notice, 

the amount of such Allowed Cure Claim; provided, however, that following entry of a Final Order 

resolving any such dispute, the applicable Debtor shall, with the consent of the Purchaser, have 

the right to reject any Executory Contract or Unexpired Lease within thirty (30) days of such 

resolution; provided further, however, that nothing herein shall prevent the Wind Down Estate 

from paying any Cure Claim despite the failure of the relevant counterparty to file such request for 

payment of such Cure Claim. The Wind Down Estate also may settle any Cure Claim without any 

further notice to or action, order, or approval of the Bankruptcy Court. 

If there is any dispute regarding any Cure Claim, the ability of the Wind Down Estate or 

any assignee to provide “adequate assurance of future performance” within the meaning of section 

365 of the Bankruptcy Code, or any other matter pertaining to assumption, then payment of the 

Cure Claim shall occur as soon as reasonably practicable after entry of a Final Order resolving 

such dispute, approving such assumption (and, if applicable, assignment), or as may be agreed 

upon by the Debtors or the Wind Down Estate, as applicable, and the counterparty to the Executory 

Contract or Unexpired Lease, in each case with the consent of the Purchaser. Notwithstanding the 

foregoing, to the extent the dispute relates solely to any Cure Claims, the applicable Debtor may, 

with the consent of the Purchaser, assume the Executory Contract or Unexpired Lease prior to the 

resolution of any such dispute; provided, however, that the Debtor reserves Cash in an amount 

sufficient to pay the full amount reasonably asserted as the required Cure Claim by the contract 

counterparty; provided further, however, that following entry of a Final Order resolving any such 

dispute, the applicable Debtor shall, with the consent of the Purchaser, have the right to reject any 

Executory Contract or Unexpired Lease within 30 days of such resolution.

Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or 

otherwise shall result in the full release and satisfaction of any Claims or defaults, whether 

monetary or nonmonetary, including defaults of provisions restricting the change in control or 

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ownership interest composition or other bankruptcy or insolvency-related defaults, arising under 

any assumed Executory Contract or Unexpired Lease at any time before the date that the Debtors 

assume such Executory Contract or Unexpired Lease. Any Proofs of Claim Filed with respect to 

an Executory Contract or Unexpired Lease that has been assumed, including pursuant to the 

Confirmation Order, shall be deemed Disallowed and expunged, without further notice to or 

action, order, or approval of the Bankruptcy Court.

D. Modifications, Amendments, Supplements, Restatements, or Other Agreements

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that 

is assumed or assumed and assigned shall include all modifications, amendments, supplements, 

restatements, or other agreements that in any manner affect such Executory Contract or Unexpired 

Lease, and Executory Contracts and Unexpired Leases related thereto, if any, including easements, 

licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other 

interests, unless any of the foregoing agreements has been previously rejected or repudiated or is 

rejected or repudiated under the Plan.

Modifications, amendments, supplements, and restatements to prepetition Executory 

Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 

Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired 

Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith.

E. Reservation of Rights

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the 

Schedule of Assumed Executory Contracts and Unexpired Leases, nor anything contained in the 

Plan or the Sale Transaction Documents, shall constitute an admission by the Debtors, the Wind 

Down Estate, the Purchaser, or the Wind Down Administrator (as applicable) that any such 

contract or lease is in fact an Executory Contract or Unexpired Lease or that any Debtor, Wind 

Down Estate, the Purchaser, or the Wind Down Administrator (as applicable) has any liability 

thereunder. If there is a dispute regarding whether a contract or lease is or was executory or 

unexpired at the time of assumption or rejection, the Debtors, or, after the Effective Date, the Wind 

Down Estate, the Purchaser, or the Wind Down Administrator (as applicable) shall have 30 days 

following entry of a Final Order resolving such dispute to alter their treatment of such contract or 

lease.

F. Nonoccurrence of Effective Date

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain 

jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired 

Leases pursuant to section 365(d)(4) of the Bankruptcy Code.

G. Indemnification Obligations

All Indemnification Obligations shall not be discharged or impaired by Confirmation of 

the Plan or entry of the Confirmation Order and shall be assumed by the Wind Down Estate and 

remain intact, irrevocable, and shall survive the entry of the Confirmation Order and Effective 

Date of the Plan on terms no less favorable to such current and former directors, officers, managers, 

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equity holders, employees, attorneys, accountants, investment bankers, and other professionals of 

any of the Debtors and such current and former directors’, officers’, and managers’ respective 

Affiliates than the Indemnification Obligations in place prior to the Petition Date, and to the extent 

any such Indemnification Obligations are obligations of a non-Debtor Affiliate of any of the 

Debtors, such Indemnification Obligations shall be assigned on the Effective Date to the Wind 

Down Estate.

ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Timing and Calculation of Amounts to Be Distributed

Unless otherwise provided in the Plan, on the Effective Date or as soon as reasonably 

practicable thereafter (or, if a Claim is not an Allowed Claim on the Effective Date, on the date 

that such Claim becomes Allowed or as soon as reasonably practicable thereafter), each Holder of 

an Allowed Claim, including any portion of a Claim that is an Allowed Claim notwithstanding that 

other portions of such Claim are a Disputed Claim, shall receive the full amount of the distributions 

that the Plan provides for Allowed Claims in each applicable Class. In the event that any payment 

or act under the Plan is required to be made or performed on a date that is not a Business Day, then 

the making of such payment or the performance of such act may be completed on the next 

succeeding Business Day, but shall be deemed to have been completed as of the required date. If 

and to the extent that there are Disputed Claims, distributions on account of any such Disputed 

Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. Except as 

otherwise provided in the Plan, Holders of Claims shall not be entitled to interest, dividends, or 

accruals on the distributions provided for in the Plan, regardless of whether such distributions are 

delivered on or at any time after the Effective Date.

B. Disbursing Agent.

All distributions under the Plan shall be made by the Disbursing Agent. The Disbursing 

Agent shall not be required to give any bond or surety or other security for the performance of its 

duties unless otherwise ordered by the Bankruptcy Court. Additionally, in the event that the 

Disbursing Agent is so otherwise ordered, all costs and expenses of procuring any such bond or 

surety shall be borne by the Wind Down Estate or the GUC Trust (as applicable).

a. Powers of the Disbursing Agent

The Disbursing Agent shall be empowered to: (a) effect all actions and execute all 

agreements, instruments, and other documents necessary to perform its duties under the Plan; 

(b) make all distributions contemplated hereby; (c) employ professionals to represent it with 

respect to its responsibilities; and (d) exercise such other powers as may be vested in the 

Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the 

Disbursing Agent to be necessary and proper to implement the provisions of the Plan.

b. Expenses Incurred On or After the Effective Date

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable and 

documented fees and expenses incurred by the Disbursing Agent on or after the Effective Date, 

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and any reasonable and documented compensation and expense reimbursement claims (including 

reasonable and documented attorney fees and expenses), made by the Disbursing Agent shall be 

paid in Cash by the Purchaser, the Wind Down Estate, or the Wind Down Administrator (as 

applicable).

c. No Liability 

Except on account of gross negligence, fraud, or willful misconduct, the Disbursing Agent 

shall have no (a) liability to any party for actions taken in accordance with the Plan or in reliance 

upon information provided to it in accordance with the Plan or (b) obligation or liability to any 

party who does not hold a Claim against the Debtors as of the Distribution Record Date or any 

other date on which a distribution is made or who does not otherwise comply with the terms of the 

Plan.

C. Delivery of Distributions and Undeliverable or Unclaimed Property

1. Delivery of Distributions

a. Distribution Record Date

As of the close of business on the Distribution Record Date, the various transfer registers 

for each of the Classes of Claims and Interests maintained by the Debtors, or their respective 

agents, shall be deemed closed, and there shall be no further changes in the record Holders of any 

of the Claims and Interests. The Disbursing Agent shall have no obligation to recognize any 

transfer of the Claims or Interests occurring on or after the Distribution Record Date.

b. Delivery of Distributions in General

Except as otherwise provided herein, the Disbursing Agent shall make distributions to 

Holders of Allowed Claims and Allowed Interests as of the Distribution Record Date at the address 

for each such Holder as indicated on the Debtors’ records as of the date of any such distribution; 

provided, however, that the manner of such distributions shall be determined at the discretion of 

the Debtors, the Purchaser, the Wind Down Administrator, or the GUC Trustee (as applicable). 

c. Delivery of Distributions on Secured Party Claims.

The Prepetition Credit Agreement Agent shall be deemed to be the Holder of all Secured 

Party Claims for purposes of distributions to be made hereunder, and all distributions on account 

of such Allowed Claims shall be made to the Prepetition Credit Agreement Agent. As soon as 

practicable following compliance with the requirements set forth in Article VI of the Plan, the 

Prepetition Credit Agreement Agent shall arrange to deliver or direct the delivery of such 

distributions to or on behalf of the Holders of Allowed Secured Party Claims in accordance with 

the terms of the Prepetition Credit Agreement Documents, subject to any modifications to such 

distributions in accordance with the terms of the Plan.

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d. Delivery of Distributions on DIP Claims

The DIP Agent shall be deemed to be the Holder of all DIP Claims for purposes of 

distributions to be made hereunder, and all distributions on account of such DIP Claims shall be 

made to the DIP Agent. As soon as practicable following compliance with the requirements set 

forth in Article VI of the Plan, the DIP Agent shall arrange to deliver or direct the delivery of such 

distributions to or on behalf of the Holders of DIP Claims in accordance with the terms of the DIP

Facility Documents, subject to any modifications to such distributions in accordance with the terms 

of the Plan.

e. Minimum Distributions

No Distribution shall be made by the Disbursing Agent on account of an Allowed Claim if 

the amount to be distributed to the Holder of such Claim on the applicable Distribution Date has 

an economic value of less than $250.

2. Undeliverable Distributions and Unclaimed Property

In the event that any distribution to any Holder is returned as undeliverable, no distribution 

to such Holder shall be made unless and until the Debtors or the Wind Down Estate, as applicable, 

shall have determined the then-current address of such Holder, at which time such distribution 

shall be made to such Holder without interest; provided that such distributions shall be deemed 

unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one year 

from the Effective Date. After such date, all unclaimed property or interests in property shall be 

redistributed Pro Rata (it being understood that, for purposes of this Article VI.C, “Pro Rata” shall 

be determined as if the Claim underlying such unclaimed distribution had been Disallowed) 

without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal, 

provincial, or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim 

of any Holder to such property or interest in property shall be discharged and forever barred.

D. Compliance with Tax Requirements

In connection with the Plan, to the extent applicable, the Debtors, Wind Down 

Administrator, GUC Trustee, Disbursing Agent, and any applicable withholding agent shall 

comply with all applicable tax withholding and reporting requirements imposed on them by any 

Governmental Unit, and all distributions made pursuant to the Plan shall be subject to such 

withholding and reporting requirements. Notwithstanding any provision in the Plan to the 

contrary, such parties shall be authorized to take all actions necessary or appropriate to comply 

with such withholding and reporting requirements, including liquidating a portion of the 

distribution to be made under the Plan to generate sufficient funds to pay applicable withholding 

taxes, withholding distributions until receipt of information necessary to facilitate such 

distributions, or establishing any other mechanisms they believe are reasonable and appropriate. 

For these purposes, all distributions made on behalf of the Debtors pursuant to the Plan shall if 

applicable be first in satisfaction of the portion of Claims that are not subject to any withholding 

tax obligation. All Persons holding Claims against any Debtor shall be required to provide any 

additional information reasonably necessary for the Debtors, Wind Down Administrator, GUC 

Trustee, Disbursing Agent, and any applicable withholding agent to comply with all tax 

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withholding and reporting requirements imposed on them by any Governmental Unit, including 

an IRS Form W-8 or W-9, as applicable, and any other applicable tax forms. The Debtors, Wind

Down Estate, Wind Down Administrator, GUC Trustee, and Disbursing Agent (as applicable) 

reserve the right to allocate all distributions made under the Plan in a manner that complies with 

all other legal requirements, such as applicable wage garnishments, alimony, child support, and 

other spousal awards, Liens, and encumbrances. Any amounts withheld pursuant to the Plan shall 

be deemed to have been distributed to and received by the applicable recipient for all purposes of 

the Plan. Notwithstanding any other provision of the Plan to the contrary, each Holder of an 

Allowed Claim or Allowed Interest shall have the sole and exclusive responsibility for the 

satisfaction and payment of any tax obligations imposed on such Holder by any Governmental 

Unit, including income, withholding and other tax obligations, on account of such distribution.

E. Foreign Currency Exchange Rate

Except as otherwise provided in a Bankruptcy Court order, as of the Effective Date, any 

Claim asserted in currency other than U.S. dollars shall be automatically deemed converted to the 

equivalent U.S. dollar value using the exchange rate for the applicable currency as published in 

The Wall Street Journal, National Edition, on the Effective Date.

F. Surrender of Cancelled Instruments or Securities

As a condition precedent to receiving any distribution on account of its Allowed Claim, 

each Holder of a Claim shall be deemed to have surrendered the certificates or other documentation 

underlying each such Claim, and all such surrendered certificates and other documentation shall 

be deemed to be cancelled pursuant to Article IV of the Plan, except to the extent otherwise 

provided in the Plan.

G. Allocations

The aggregate consideration to be distributed to each Holder of an Allowed Claim will be 

allocated first to the principal amount of such Allowed Claim, with any excess allocated to unpaid 

interest that accrued on such Allowed Claims, if any. 

H. No Postpetition Interest on Claims

Unless otherwise specifically provided for in an order of the Bankruptcy Court, the Plan, 

or the Confirmation Order, or required by applicable bankruptcy law, postpetition interest shall 

not accrue or be paid on any Claims or Interests and no Holder of a Claim or Interest shall be 

entitled to interest accruing on or after the Petition Date on any such Claim.

I. Setoffs and Recoupment

The Debtors, the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or 

the GUC Trustee (as applicable), may, but shall not be required to, set off against, or recoup from, 

any Allowed Claim (other than an Allowed General Unsecured Claim) against a Debtor of any 

nature whatsoever that the applicable Debtor, Wind Down Estate, Wind Down Administrator, 

GUC Trust, or GUC Trustee (as applicable) may have against the Holder of such Claim, but neither 

the failure to do so nor the allowance of any Claim against a Debtor hereunder shall constitute a 

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waiver or release by the applicable Debtor, Wind Down Estate, Wind Down Administrator, GUC 

Trust, or GUC Trustee (as applicable) of any such Claim it may have against the Holder of such 

Allowed Claim.

J. Claims Paid or Payable by Third Parties

1. Claims Paid by Third Parties

The Debtors, the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or 

the GUC Trustee (as applicable), shall reduce in full an Allowed Claim (including any applicable 

Cure Claim of a Transferred Contract paid by the Purchaser), and such Claim shall be Disallowed 

without a Claim objection having to be Filed and without any further notice to or action, order, or 

approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in 

full on account of such Claim from a party that is not a Debtor, Wind Down Estate, the Wind 

Down Administrator, GUC Trust, or the GUC Trustee (as applicable); provided that the Debtors, 

the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as 

applicable) shall provide 21 days’ notice to the Holder prior to any disallowance of such Claim 

during which period the Holder may object to such disallowance, and if the parties cannot reach 

an agreed resolution, the matter shall be decided by the Bankruptcy Court. Subject to the last 

sentence of this paragraph, to the extent a Holder of a Claim receives a distribution on account of 

such Claim and thereafter receives payment from a party that is not a Debtor, Wind Down Estate, 

the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as applicable) on account of 

such Claim, such Holder shall, within 14 days of receipt thereof, repay or return the distribution to 

the Debtors, the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC 

Trustee (as applicable), to the extent the Holder’s total recovery on account of such Claim from 

the third party and under the Plan exceeds the amount of such Claim as of the Petition Date. The 

failure of such Holder to timely repay or return such distribution shall result in the Holder owing 

the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as 

applicable) annualized interest at the Federal Judgment Rate on such amount owed for each 

Business Day after the 14-day grace period specified above until the amount is repaid.

2. Claims Payable by Insurers

No distributions under the Plan shall be made on account of an Allowed Claim that is 

payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim 

has exhausted all remedies with respect to such insurance policy. To the extent that one or more 

of the Debtors’ insurers agrees to satisfy in full or in part a Claim, then immediately upon such 

insurers’ agreement, the applicable portion of such Claim may be expunged without an objection 

having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy 

Court; provided that the Debtors, the Wind Down Estate, the Wind Down Administrator, the GUC 

Trust, or the GUC Trustee (as applicable), shall provide 21 days’ notice to the Holder of such 

Claim prior to any disallowance of such Claim during which period the Holder may object to such 

disallowance, and if the parties cannot reach an agreed resolution, the matter shall be decided by 

the Bankruptcy Court.

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3. Applicability of Insurance Policies

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall 

be in accordance with the provisions of any applicable insurance policy. Nothing contained in the 

Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity 

may hold against any insurers under any policies of insurance, nor shall anything contained herein 

constitute or be deemed a waiver by such insurers of any defenses, including coverage defenses, 

held by such insurers.

ARTICLE VII.

PROCEDURES FOR RESOLVING CONTINGENT,

UNLIQUIDATED, AND DISPUTED CLAIMS

A. Allowance of Claims

On or after the Effective Date, the Wind Down Estate, the Wind Down Administrator, the 

GUC Trust, or the GUC Trustee (as applicable) shall have and retain any and all rights and defenses 

that the Debtors had with respect to any Claim immediately prior to the Effective Date. Except as 

expressly provided in the Plan or in any order entered in the Chapter 11 Cases before the Effective 

Date (including the Confirmation Order), no Claim shall become an Allowed Claim unless and 

until such Claim is deemed Allowed under the Plan or the Bankruptcy Code, or the Bankruptcy 

Court has entered a Final Order, including the Confirmation Order (when it becomes a Final 

Order), in the Chapter 11 Cases allowing such Claim. All settlements of Claims approved prior to 

the Effective Date pursuant to a Final Order of the Bankruptcy Court, pursuant to Bankruptcy Rule 

9019, or otherwise shall be binding on all parties.

B. Claims and Interests Administration Responsibilities

Except as otherwise specifically provided in the Plan and notwithstanding any 

requirements that may be imposed pursuant to Bankruptcy Rule 9019, after the Effective Date, the 

Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as 

applicable), by order of the Bankruptcy Court, shall together have the sole authority to: (1) File, 

withdraw, or litigate to judgment objections to Claims or Interests; (2) settle or compromise any 

Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; 

and (3) administer and adjust the Claims Register to reflect any such settlements or compromises 

without any further notice to or action, order, or approval by the Bankruptcy Court. In any action 

or proceeding to determine the existence, validity, or amount of any General Unsecured Claim, 

any and all claims or defenses that could have been asserted by the applicable Debtor(s) or the 

Entity holding such General Unsecured Claim are preserved as if the Chapter 11 Cases had not 

been commenced. 

C. Adjustment to Claims or Interests Without Objection

Any duplicate Claim or Interest or any Claim or Interest that has been paid or satisfied, or 

any Claim that has been amended or superseded, may be adjusted or expunged on the Claims 

Register without the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the 

GUC Trustee (as applicable) having to File an application, motion, complaint, objection, or any 

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other legal proceeding seeking to object to such Claim or Interest and without any further notice 

to or action, order, or approval of the Bankruptcy Court.

D. Time to File Objections to Claims

Any objections to Claims, which, prior to the Effective Date, may be Filed by any party, 

shall be Filed on or before the Claims Objection Deadline.

E. Disallowance of Claims

Any Claims held by Entities from which property is recoverable under section 542, 543, 

550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under section 

522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code shall be deemed 

Disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims may 

not receive any distributions on account of such Claims until such time as such Causes of Action 

(other than Causes of Action that constitute a Transferred Asset under the Purchase Agreement) 

against that Entity have been settled or a Bankruptcy Court order with respect thereto has been 

entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the 

Debtors, the Wind Down Estate or the Wind Down Administrator (as applicable).

ANY CLAIM THAT HAS BEEN LISTED IN THE SCHEDULES AS DISPUTED, 

CONTINGENT, OR UNLIQUIDATED, AND FOR WHICH NO PROOF OF CLAIM HAS 

BEEN TIMELY FILED, SHALL BE DEEMED DISALLOWED AND SHALL BE 

EXPUNGED WITHOUT FURTHER ACTION AND WITHOUT ANY FURTHER 

NOTICE TO OR ACTION, ORDER, OR APPROVAL OF THE BANKRUPTCY COURT.

EXCEPT AS PROVIDED HEREIN, IN AN ORDER OF THE BANKRUPTCY 

COURT, OR OTHERWISE AGREED, ANY AND ALL PROOFS OF CLAIM FILED 

AFTER THE APPLICABLE BAR DATE SHALL BE DEEMED DISALLOWED AND 

EXPUNGED AS OF THE EFFECTIVE DATE WITHOUT ANY FURTHER NOTICE TO 

OR ACTION, ORDER, OR APPROVAL OF THE BANKRUPTCY COURT, AND 

HOLDERS OF SUCH CLAIMS MAY NOT RECEIVE ANY DISTRIBUTIONS ON 

ACCOUNT OF SUCH CLAIMS, UNLESS AT OR PRIOR TO THE CONFIRMATION 

HEARING SUCH LATE CLAIM HAS BEEN DEEMED TIMELY FILED BY A FINAL 

ORDER.

F. Amendments to Claims

On or after the Effective Date, except as provided in the Plan or the Confirmation Order, a 

Claim may not be Filed or amended without the prior authorization of the Bankruptcy Court and 

any such new or amended Claim Filed shall be deemed Disallowed in full and expunged without 

any further action, order, or approval of the Bankruptcy Court.

G. No Distributions Pending Allowance

Notwithstanding any other provision of this Plan to the contrary, no payment or distribution 

of any kind or nature provided under the Plan shall be made to the extent that all or any portion of 

any Claim is a Disputed Claim, including if an objection to a Claim or portion thereof is Filed as 

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set forth in Article VII, unless and until such Disputed Claim becomes an Allowed Claim; provided

that any portion of a Claim that is an Allowed Claim shall receive the payment or distribution 

provided under the Plan thereon notwithstanding that any other portion of such Claim is a Disputed 

Claim.

H. Single Satisfaction of Claims

Holders of Allowed Claims may assert such Claims against each Debtor obligated with 

respect to such Claim, and such Claims shall be entitled to share in the recovery provided for the 

applicable Class of Claims against each obligated Debtor based upon the full Allowed amount of 

the Claim. Notwithstanding the foregoing, in no case shall the aggregate value of all property 

received or retained under the Plan on account of any Allowed Claim exceed 100% of such 

Allowed Claim.

ARTICLE VIII.

SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS

A. Compromise and Settlement of Claims, Interests, and Controversies

Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 and 

in consideration for the distributions, releases, and other benefits provided pursuant to the Plan, 

which distributions, releases, and other benefits shall be irrevocable and not subject to challenge 

upon the Effective Date, the provisions of the Plan, and the distributions, releases, and other 

benefits provided hereunder, shall constitute a good-faith compromise and settlement of all Claims 

and Interests and controversies resolved pursuant to the Plan. 

The Plan shall be deemed a motion to approve the good-faith compromise and settlement 

of all such Claims, Interests, and controversies pursuant to Bankruptcy Rule 9019, and the entry 

of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise 

and settlement of all such Claims, Interests, and controversies, as well as a finding by the 

Bankruptcy Court that all such compromises and settlements are in the best interests of the Debtors, 

their Estates, and Holders of Claims and Interests and is fair, equitable, and reasonable. In 

accordance with the provisions of the Plan, pursuant to Bankruptcy Rule 9019, without any further 

notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the Wind 

Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as applicable) 

may compromise and settle Claims against, and Interests in, the Debtors and their Estates and 

Causes of Action against other Entities.

In accordance with Bankruptcy Rule 9019, the Plan constitutes the good-faith compromise 

and settlement among the Global Settlement Parties regarding the matters set forth in the Global 

Settlement Term Sheet, and reflects and implements such compromise and settlement, including 

by the establishment and funding of the GUC Trust. Such compromise and settlement is made in 

exchange for consideration and is in the best interests of the Global Settlement Parties and the 

Holders of General Unsecured Claims, is within the reasonable range of possible litigation 

outcomes, is fair, equitable, and reasonable, and is an essential element of the resolution of these 

Chapter 11 Cases.

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B. Discharge of Claims and Termination of Interests

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically 

provided in the Sale Order, the Plan and/or the Plan Supplement, the distributions, rights, and 

treatment that are provided in the Sale Order or the Plan shall be in complete satisfaction, 

discharge, and release, effective as of the Effective Date, of Claims (including any Intercompany 

Claims resolved or compromised after the Effective Date by the Wind Down Estate or the Wind 

Down Administrator, as applicable), Interests, and Causes of Action of any nature whatsoever, 

including any interest accrued on Claims or Interests from and after the Petition Date, whether 

known or unknown, against, liabilities of, Liens on, obligations of, rights against, and interests in, 

the Debtors or any of their assets or properties, regardless of whether any property, including, 

without limitation, the Transferred Assets, shall have been distributed or retained pursuant to the 

Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action 

that arose before the Effective Date, any contingent or non-contingent liability on account of 

representations or warranties issued on or before the Effective Date, and all debts of the kind 

specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or 

not: (a) a Proof of Claim based upon such debt or right is Filed or deemed Filed pursuant to section 

501 of the Bankruptcy Code; (b) a Claim or Interest based upon such debt, right, or Interest is 

Allowed pursuant to section 502 of the Bankruptcy Code; or (c) the Holder of such a Claim or 

Interest has accepted the Plan. Any default or “event of default” by the Debtors or Affiliates with 

respect to any Claim or Interest that existed immediately before or on account of the Filing of the 

Chapter 11 Cases shall be deemed cured (and no longer continuing) as of the Effective Date. The 

Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests 

subject to the Effective Date occurring.

C. Term of Injunctions or Stays

Unless otherwise provided herein, the Confirmation Order, the Confirmation Recognition 

Order or in a Final Order, all injunctions or stays arising under or entered during the Chapter 11 

Cases under section 362 of the Bankruptcy Code or otherwise, or ordered by the CCAA Court in 

the CCAA Recognition Proceeding, and in existence on the Confirmation Date, shall remain in 

full force and effect until the later of the Effective Date and the date set forth in the order providing 

for such injunction or stay.

D. Release of Liens

Except as otherwise specifically provided in the Sale Order (solely with respect to any 

Permitted Encumbrances and Assumed Liabilities), the Plan, and/or the Plan Supplement, 

on the Effective Date and concurrently with the applicable distributions or other treatment 

made pursuant to the Plan, all mortgages, deeds of trust, Liens, pledges, or other security 

interests against any property of the Estates, including, without limitation, the Transferred 

Assets, shall be fully released and discharged, and all of the right, title, and interest of any 

Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall 

revert to the Wind Down Estate or the GUC Trust and its successors and assigns, in each 

case, without any further approval or order of the Bankruptcy Court or the CCAA Court 

and without any action or Filing being required to be made by the Debtors, the Wind Down 

Estate, the Wind Down Administrator, the GUC Trust, or the GUC Trustee (as applicable). 

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E. Releases by the Debtors

Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable 

consideration, on and after the Effective Date, each Released Party is hereby released and 

discharged by the Debtors, their Estates, and the Wind Down Estate (as applicable) from 

any and all Claims, Causes of Action, Avoidance Actions, obligations, suits, judgments, 

damages, demands, losses, liabilities, and remedies whatsoever (including any derivative 

claims, asserted or assertable on behalf of the Debtors, their Estates, or the Wind Down 

Estate), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, 

known or unknown, foreseen or unforeseen, accrued or unaccrued, existing or hereinafter

arising, in law, equity, contract, tort, or otherwise, based on or relating to, or in any manner 

arising from, in whole or in part, the Debtors (including the management, ownership, or 

operation thereof), their Estates, the Wind Down Estate, the Debtors’ in- or out-of-court 

restructuring efforts, the Debtors’ intercompany transactions, the Prepetition Credit 

Agreement Documents, the Note Purchase Agreement Documents, the Professional Services 

Agreement Documents, the DIP Facility Documents (and any payments or transfers in 

connection therewith), the Sale Transaction, the purchase, sale, or rescission of the purchase 

or sale of any Security of the Debtors, the subject matter of, or the transactions or events 

giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual 

arrangements between any Debtor and any Released Party, the formulation, preparation, 

dissemination, negotiation, or Filing of the Restructuring Support Agreement, the 

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

Restructuring, contract, instrument, document, release, or other agreement or document 

(including any legal opinion regarding any such transaction, contract, instrument, 

document, release, or other agreement or the reliance by any Released Party on the Sale 

Order, the Plan, the Confirmation Order, or Confirmation Recognition Order in lieu of such 

legal opinion) created or entered into in connection with the Restructuring Support 

Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the DIP Facility, the 

DIP Facility Documents, the Sale Transaction, and other documents (including the Definitive 

Documentation), the Chapter 11 Cases, the CCAA Recognition Proceedings, the filing of the 

Chapter 11 Cases, the filing of the CCAA Recognition Proceedings, the Sales Process, the 

Global Settlement, the pursuit of Confirmation, the pursuit of Consummation, the 

solicitation of votes with respect to the Plan, the administration and implementation of the 

Plan and the Sales Process, including the issuance or distribution of any property pursuant 

to the Plan and the Sales Process, the Definitive Documentation, or upon any other act or 

omission, transaction, agreement, event, or other occurrence taking place on or before the 

Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary 

in the foregoing, (i) the releases set forth in this Article VIII.E do not release any postEffective Date obligations of any party or Entity under the Plan, including any such 

obligations created in connection with the Restructuring or the assumption of the 

Indemnification Obligations as set forth in the Plan; (ii) nothing in this Article VIII.E shall, 

nor shall it be deemed to, release any Released Party from any Claims or Causes of Action 

arising from any obligations of any party under the Purchase Agreement; (iii) nothing in this 

Article VIII.E shall, nor shall it be deemed to, release any Released Party from any Claims 

or Causes of Action that are found, pursuant to a Final Order, to be the result of such 

Released Party’s gross negligence, fraud or willful misconduct; (iv) nothing in this 

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Article VIII.E shall, nor shall it be deemed to, release any Causes of Action specifically 

enumerated in the List of Retained Causes of Action.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, 

pursuant to Bankruptcy Rule 9019, of the releases by the Debtors set forth in this Article 

VIII.E, which includes by reference each of the related provisions and definitions contained 

herein, and, further, shall constitute the Bankruptcy Court’s finding that such releases are: 

(1) in exchange for the good and valuable consideration provided by the Released Parties; 

(2) a good faith settlement and compromise of the Claims and Causes of Action released by 

such releases; (3) in the best interests of the Debtors and their Estates; (4) fair, equitable, 

and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a 

bar to any of the Debtors or their Estates asserting any Claim or Cause of Action released 

pursuant to such releases.

F. Releases by Releasing Parties 

As of the Effective Date, each Releasing Party hereby releases and discharges each 

Debtor, Estate, Wind Down Estate, and Released Party from any and all Claims, Causes of 

Action, Avoidance Actions, obligations, suits, judgments, damages, demands, losses, 

liabilities, and remedies whatsoever (including any derivative claims, asserted or assertable 

on behalf of the Debtors, the Wind Down Estate, or their Estates), whether liquidated or 

unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or 

unforeseen, accrued or unaccrued, existing or hereinafter arising, in law, equity, contract, 

tort, or otherwise, that such Releasing Party or its estate, heirs, executors, administrators, 

successors, or assigns would have been legally entitled to assert in his, her, or its own right 

(whether individually or collectively) or on behalf of the Holder of any Claim or Interest or 

other Person, based on or relating to, or in any manner arising from, in whole or in part, the 

Debtors (including the management, ownership, or operation thereof), their Estates, the 

Wind Down Estate, the Debtors’ in- or out-of-court restructuring efforts, the Debtors’ 

intercompany transactions, the Prepetition Credit Agreement Documents, the Note 

Purchase Agreement Documents, the Professional Services Agreement Documents, the DIP 

Facility Documents (and any payments or transfers in connection therewith), the Sale 

Transaction, the purchase, sale, or rescission of the purchase or sale of any Security of the 

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

Interest that is treated in the Plan, the business or contractual arrangements between any 

Debtor and any Releasing Party, the formulation, preparation, dissemination, negotiation, 

or Filing of the Restructuring Support Agreement, the restructuring of any Claim or Interest 

before or during the Chapter 11 Cases, or any Restructuring, contract, instrument, 

document, release, or other agreement or document (including any legal opinion regarding 

any such transaction, contract, instrument, document, release, or other agreement or the 

reliance by any Releasing Party on the Sale Order, the Plan, the Confirmation Order, or the 

Confirmation Recognition Order in lieu of such legal opinion) created or entered into in 

connection with the Restructuring Support Agreement, the Disclosure Statement, the Plan, 

the Plan Supplement, the DIP Facility, the DIP Facility Documents, the related agreements, 

instruments, and other documents (including the Definitive Documentation), the Chapter 11 

Cases, the CCAA Recognition Proceedings, the filing of the Chapter 11 Cases, the filing of 

the CCAA Recognition Proceedings, the Sales Process, the Global Settlement, the pursuit of 

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Confirmation, the pursuit of Consummation, the solicitation of votes with respect to the Plan, 

the administration and implementation of the Plan and the Sales Process, including the 

issuance or distribution of any property pursuant to the Plan and the Sales Process, the 

Definitive Documentation, or upon any other act or omission, transaction, agreement, event, 

or other occurrence taking place on or before the Effective Date related or relating to the 

foregoing; provided, however, that except as expressly provided under the Plan, the foregoing 

releases shall not release obligations of the Debtors on account of any Allowed Claims that 

are treated under the Plan. Notwithstanding anything to the contrary in the foregoing, (i) the 

releases set forth in this Article VIII.F do not release any post-Effective Date obligations of 

any party or Entity under the Plan, including any such obligations created in connection 

with the Restructuring or the Global Settlement or the assumption of the Indemnification 

Obligations as set forth in the Plan; (ii) nothing in this Article VIII.F shall, nor shall it be 

deemed to, release any Released Party from any Claims or Causes of Action arising from 

any obligations of any party under the Purchase Agreement; (iii) nothing in this 

Article VIII.F shall, nor shall it be deemed to, release any Released Party from any Claims 

or Causes of Action that are found, pursuant to a Final Order, to be the result of such 

Released Party’s gross negligence, fraud, or willful misconduct; and (iv) nothing in this 

Article VIII.F shall, nor shall it be deemed to, release any of the Lender Retained Causes of 

Action; and (v) nothing herein shall, nor shall it be deemed to, release any of the non-Debtor 

Affiliates of the Released Parties party to the Prepetition Credit Agreement Documents from 

the Wind Down Claims. For the avoidance of doubt, nothing in this Article VIII.F shall, nor 

shall it be deemed to, release any Causes of Action specifically enumerated in the List of 

Retained Causes of Action.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, 

pursuant to Bankruptcy Rule 9019, of the releases by Holders of Claims and Interests set 

forth in this Article VIII.F, which includes by reference each of the related provisions and 

definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding 

that such releases are: (1) in exchange for the good and valuable consideration provided by 

the Released Parties; (2) a good faith settlement and compromise of the Claims and Causes 

of Action released by such releases; (3) in the best interests of the Debtors and their Estates; 

(4) fair, equitable, and reasonable; (5) given and made after due notice and opportunity for 

hearing; (6) an essential component of the Plan and the Restructuring; and (7) a bar to any 

of the Releasing Parties asserting any Claim or Cause of Action released pursuant to such 

releases.

G. Exculpation

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have 

or incur liability for, and each Exculpated Party is hereby exculpated from, any Claim, 

Cause of Action, obligation, suit, judgment, damage, demand, loss, or liability for any claim 

related to any act or omission in connection with, relating to, or arising out of, the Chapter 

11 Cases, the formulation, preparation, dissemination, negotiation, Filing, or termination of 

the Restructuring Support Agreement and related prepetition transactions, the Disclosure 

Statement, the Plan, the Sale Process, the Sale Transaction, the related agreements, 

instruments, and other documents (including the Definitive Documentation), the solicitation 

of votes with respect to the Plan, or the Restructuring, or any related contract, instrument, 

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release or other agreement or document (including providing any legal opinion requested by 

any Entity regarding any transaction, contract, instrument, document, or other agreement 

contemplated by the Plan or the reliance by any Person on the Plan or the Confirmation 

Order or Confirmation Recognition Order in lieu of such legal opinion) created or entered 

into in connection with the Debtors’ in or out-of-court restructuring efforts, the Sale Process, 

the Disclosure Statement, the Plan, the Restructuring Support Agreement, the related 

agreements, instruments, and other documents (including the Definitive Documentation), the 

Chapter 11 Cases, the CCAA Recognition Proceedings, the filing of the Chapter 11 Cases, 

the filing of the CCAA Recognition Proceedings, the Sales Process, the Global Settlement, 

solicitation of votes with respect to the Plan, the pursuit of Confirmation, the pursuit of 

Consummation, the administration and implementation of the Plan and the Sales Process, 

including the issuance of or distribution of any property pursuant to the Plan and the Sales 

Process, the related agreements, instruments, and other documents (including the Definitive 

Documentation), or any other act or omission, transaction, agreement, event, or other 

occurrence taking place on or before the Effective Date related to the foregoing, except for 

claims related to any act or omission that is determined in a Final Order to have constituted 

fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be 

entitled to reasonably rely upon the advice of counsel with respect to their duties and 

responsibilities pursuant to the Plan. The Confirmation Order shall provide that the 

Exculpated Parties (to the extent applicable) have, and upon completion of the Plan shall be 

deemed to have, participated in good faith and in compliance with the applicable laws with 

regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, 

therefore, are not, and on account of such distributions shall not be, liable at any time for 

the violation of any applicable law, rule, or regulation governing the solicitation of 

acceptances or rejections of the Plan or such distributions made pursuant to the Plan. For 

the avoidance of doubt, nothing in this Article VIII.G shall, nor shall it be deemed to, 

exculpate the Debtors from any Lender Retained Causes of Action or any Exculpated Party 

from any Causes of Action (i) arising from any obligations of any party under the Purchase 

Agreement; or (ii) specifically enumerated in the List of Retained Causes of Action.

H. Injunction

Except as otherwise expressly provided in the Plan or for obligations issued or 

required to be paid pursuant to the Plan or Confirmation Order, all Entities who have held, 

hold, or may hold Claims, Interests, or Causes of Action that have been released pursuant to 

Article VIII.E or Article VIII.F, discharged pursuant to Article VIII.B, or are subject to 

exculpation pursuant to Article VIII.G, are permanently enjoined, from and after the 

Effective Date, from taking any of the following actions against, as applicable, the Debtors, 

the Wind Down Estate, the Released Parties, or the Exculpated Parties: (a) commencing or 

continuing in any manner any action or other proceeding of any kind on account of or in 

connection with or with respect to any such Claims, Interests, or Causes of Action; (b) 

enforcing, attaching, collecting, or recovering by any manner or means any judgment, 

award, decree, or order against such Entities on account of or in connection with or with 

respect to any such Claims, Interests, or Causes of Action; (c) creating, perfecting, or 

enforcing any Lien or encumbrance of any kind against such Entities or the property, 

including, without limitation, the Transferred Assets, or the estates of such Entities on 

account of or in connection with or with respect to any such Claims, Interests, or Causes of 

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Action; or (d) asserting any right of setoff, subrogation, or recoupment of any kind against 

any obligation due from such Entities or against the property of such Entities on account of 

or in connection with or with respect to any such Claims, Interests, or Causes of Action. 

Notwithstanding anything to the contrary in the foregoing, this injunction does not enjoin 

any party under the Plan or under any document, instrument, or agreement (including the 

Disclosure Statement or set forth in the Plan Supplement, to the extent finalized) executed to 

implement the Plan from bringing an action in the Bankruptcy Court to enforce the terms 

of the Plan or such document, instrument, or agreement (including those attached to the 

Disclosure Statement or set forth in the Plan Supplement, to the extent finalized) executed to 

implement the Plan. Subject in all respects to Article XI, no entity or person may commence 

or pursue a Claim or Cause of Action of any kind against any Released Party or Exculpated 

Party that arose or arises from, in whole or in part, the Chapter 11 Cases, the CCAA 

Recognition Proceedings, the Debtors, the Wind Down Estate, the Plan, the Plan 

Supplement, the Disclosure Statement, the Restructuring Support Agreement, the Sale 

Process, or any contract, instrument, release, or other agreement or document created or 

entered into in connection with the Plan, the Disclosure Statement, the Chapter 11 Cases, the 

CCAA Recognition Proceedings, the pursuit of Confirmation, the pursuit of Consummation, 

the administration and implementation of the Plan, including the distribution of property 

under the Plan, or any other related agreement, or upon any other act or omission, 

transaction, agreement, event, or other occurrence taking place on or before the Effective 

Date related or relating to the foregoing without the Bankruptcy Court (i) first determining, 

after notice and a hearing, that such Claim or Cause of Action represents a colorable Claim 

or Cause of Action of any kind, including negligence, bad faith, criminal misconduct, willful 

misconduct, fraud, or gross negligence against a Released Party or Exculpated Party and (ii) 

specifically authorizing such entity or person to bring such Claim or Cause of Action against 

any such Released Party or Exculpated Party. The Bankruptcy Court shall have sole and 

exclusive jurisdiction to determine whether a Claim or Cause of Action is colorable and, only 

to the extent legally permissible and as provided for in Article XI, shall have jurisdiction to 

adjudicate the underlying colorable Claim or Cause of Action.

I. Protection Against Discriminatory Treatment

Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. 

Constitution, all Entities, including Governmental Units, shall not discriminate against the Wind 

Down Estate or the Wind Down Administrator (as applicable) or deny, revoke, suspend, or refuse 

to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, 

discriminate with respect to such a grant against, the Wind Down Estate or the Wind Down 

Administrator (as applicable), or another Entity with whom the Wind Down Estate or the Wind 

Down Administrator (as applicable) have been associated, solely because each Debtor has been a 

debtor under chapter 11 of the Bankruptcy Code, has been insolvent before the commencement of 

the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtors are granted or denied 

a discharge), or has not paid a debt that is dischargeable in the Chapter 11 Cases.

J. Recoupment

In no event shall any Holder of Claims or Interests be entitled to recoup any Claim or 

Interest against any Claim, right, or Cause of Action of the Debtors, the Wind Down Estate, the 

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Wind Down Administrator, the GUC Trust, or the GUC Trustee (as applicable), unless such Holder 

actually has performed such recoupment and provided notice thereof in writing to the Debtors on 

or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or 

otherwise that such Holder asserts, has, or intends to preserve any right of recoupment.

K. Subordination Rights

Any distributions under the Plan shall be received and retained free from any obligations 

to hold or transfer the same to any other Holder and shall not be subject to levy, garnishment, 

attachment, or other legal process by any Holder by reason of claimed contractual subordination 

rights. Any such subordination rights shall be waived, and the Confirmation Order shall constitute 

an injunction enjoining any Entity from enforcing or attempting to enforce any contractual, legal, 

or equitable subordination rights to property distributed under the Plan, in each case other than as 

provided in the Plan.

L. Reimbursement or Contribution

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity 

pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is 

contingent as of the time of disallowance, such Claim shall be forever disallowed and expunged 

notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the Confirmation Date: 

(1) such Claim has been adjudicated as non-contingent; or (2) the relevant Holder of a Claim has 

Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has been entered 

prior to the Confirmation Date determining such Claim as no longer contingent.

M. Document Retention.

On and after the Effective Date, the Wind Down Estate, the Wind Down Administrator, 

the GUC Trust, or the GUC Trustee (as applicable) may maintain documents in accordance with 

their standard document retention policy, as may be altered, amended, modified, or supplemented 

by the Wind Down Estate or the Wind Down Administrator (as applicable).

ARTICLE IX.

CONDITIONS PRECEDENT TO CONFIRMATION

AND CONSUMMATION OF THE PLAN

A. Conditions Precedent to Confirmation

It shall be a condition to Confirmation of the Plan that the following conditions, as 

determined by the Debtors with the consent of the DIP Agent, the Prepetition Secured Parties, and 

the Purchaser shall have been satisfied (or waived pursuant to the provisions of Article IX.C of the 

Plan):

1. the Restructuring Support Agreement shall not have been breached or terminated 

and shall be in full force and effect; 

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2. the Bankruptcy Court shall have entered a Final Order approving the Disclosure 

Statement with respect to the Plan as containing adequate information within the meaning of 

section 1125 of the Bankruptcy Code;

3. a Final DIP Approval Order shall have been entered by the Bankruptcy Court and 

the Final DIP Recognition Order shall have been entered by the CCAA Court, and each shall not 

have been breached or terminated, shall be in full force and effect, and no stay thereof shall be in 

effect;

4. the Purchase Agreement shall have been executed by the parties thereto, shall not 

have been breached or terminated and shall be in full force and effect;

5. all provisions, terms, and conditions hereof shall have been approved in the 

Confirmation Order;

6. the Administrative Expense Claim, Priority Tax Claim, and Other Priority Claim 

Backstop Amount shall have been funded by cash on hand of the Debtors and the proceeds of the 

DIP Facility into a reserve account and shall be added to the outstanding obligations under the DIP

Facility (less cash on hand); 

7. the Special Committee’s investigation shall have concluded; and

8. a motion (including any exhibits, schedules, amendments, modifications or 

supplements thereto) shall have been filed in the CCAA Recognition Proceedings seeking the 

issuance of the Sale Recognition Order pursuant the Purchase Agreement and consistent with the 

terms of the Restructuring Support Agreement and the Restructuring Support Agreement 

Documentation.

B. Conditions Precedent to the Effective Date

It shall be a condition to the occurrence of the Effective Date that the following conditions, 

as determined by the Debtors with the consent of the DIP Agent, the Prepetition Secured Parties, 

and the Purchaser shall have been satisfied (or waived pursuant to the provisions of Article IX.C 

of the Plan):

1. the Restructuring Support Agreement shall not have been breached or terminated 

and shall be in full force and effect;

2. the Confirmation Order and Confirmation Recognition Order shall have been 

entered and neither the Confirmation Order nor the Confirmation Recognition Order shall have 

been stayed, modified, or vacated on appeal;

3. the Sale Order shall have been entered (whether or not included as a part of the 

Confirmation Order and Confirmation Recognition Order, as applicable), and shall not have been 

stayed, modified, or vacated on appeal;

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4. the Sale Transaction (including with respect to the sale of the Canadian Transferred 

Assets to Purchaser pursuant to the CCAA Recognition Proceedings) shall have been 

consummated in accordance with the terms of the Purchase Agreement;

5. a Final DIP Approval Order shall have been entered by the Bankruptcy Court and 

Final DIP Recognition Order shall have been entered by the CCAA Court, and each shall not have 

been breached or terminated, shall be in full force and effect, and no stay thereof shall be in effect;

6. the Professional Fee Escrow Account shall be funded using cash on hand of the 

Debtors, proceeds of the DIP Facility, or proceeds of the Sale Transaction, as applicable, in an 

amount equal to the Professional Fee Reserve Amount;

7. all required governmental and third-party approvals and consents, including 

Bankruptcy Court approval, necessary in connection with the transactions provided for in the Plan 

shall have been obtained, shall not be subject to unfulfilled conditions, and shall be in full force 

and effect, and all applicable waiting periods shall have expired without any action having been 

taken by any competent authority that would restrain or prevent such transactions;

8. all documents and agreements necessary to implement the Plan and the 

Restructuring shall have been (a) tendered for delivery and (b) effected or executed by all Entities 

party thereto, and all conditions precedent to the effectiveness of such documents and agreements 

(other than any conditions related to the occurrence of the Effective Date) shall have been satisfied 

or waived pursuant to the terms of such documents or agreements; 

9. the Bankruptcy Court shall have approved the Plan’s releases and such approval 

shall have been recognized and given effect in Canada by the CCAA Court; 

10. all Restructuring Expenses shall have been paid in Cash in full; 

11. the GUC Trust shall have been created and funded in accordance with the Plan;

12. the Post-Sale Reserve shall have been funded using cash on hand of the Debtors, 

proceeds of the DIP Facility, or the Sale Transaction proceeds, as applicable; and

13. the Foreign Sale Reserve shall have been funded using Sale Transaction proceeds 

and distributed to the Netherlands Subsidiaries.

C. Waiver of Conditions

The conditions precedent to Confirmation of the Plan and to the Effective Date of the Plan 

set forth in Article IX.A and Article IX.B may be amended, modified, supplemented, or waived in 

writing by mutual agreement of the Debtors, the DIP Secured Parties, the Prepetition Secured 

Parties, and the Purchaser without notice, leave, or order of the Bankruptcy Court or any formal 

action other than proceedings to confirm or consummate the Plan.

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ARTICLE X.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A. Modification and Amendments

Subject to the limitations contained herein, in the Global Settlement, and in the 

Restructuring Support Agreement, the Debtors reserve the right to alter, amend, or modify the 

Plan, subject to the consent of the Prepetition Secured Parties, and seek Confirmation consistent 

with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject 

to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code, 

Bankruptcy Rule 3019, and the restrictions on modifications set forth in the Plan and the 

Restructuring Support Agreement, the Debtors expressly reserve their rights to alter, amend, or 

modify the Plan, one or more times, after Confirmation, and, to the extent necessary, initiate 

proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect 

or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the 

Confirmation Order, in such manner as may be necessary to carry out the purposes and intent of 

the Plan.

B. Effect of Confirmation on Modifications

Entry of the Confirmation Order shall mean that all modifications or amendments to the 

Plan occurring after the solicitation thereof are approved pursuant to section 1127(a) of the 

Bankruptcy Code and shall constitute a finding that such modifications or amendments to the Plan 

do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

C. Revocation or Withdrawal of the Plan

Subject to the conditions and limitations set forth in the Restructuring Support Agreement, 

the Debtors reserve the right to revoke or withdraw the Plan with respect to any or all Debtors 

prior to the Confirmation Date and to File subsequent plans of reorganization. If the Debtors 

revoke or withdraw the Plan, or if Confirmation and Consummation do not occur, then: (1) the 

Plan shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan 

(including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claims

or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected by the 

Plan, and any document or agreement executed pursuant to the Plan shall be deemed null and void; 

and (3) nothing contained in the Plan shall: (i) constitute a waiver or release of any Claims or 

Interests; (ii) prejudice in any manner the rights of the Debtors or any other Entity, including the 

Holders of Claims; (iii) constitute an admission, acknowledgement, offer, or undertaking of any 

sort by the Debtors or any other Entity; or (iv) be used by the Debtors or any other Entity as 

evidence (or in any other way) in any litigation, including with regard to the strengths or 

weaknesses of any of the parties’ positions, arguments, or claims; provided that, the foregoing 

reservation of rights shall not in any way amend, nullify, or void any action, act, or right ratified 

upon the Bankruptcy Court’s entry of the Sale Approval Order.

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ARTICLE XI.

RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective 

Date, on and after the Effective Date, the Bankruptcy Court shall retain jurisdiction over the 

Chapter 11 Cases and all matters, arising out of, or related to, the Chapter 11 Cases and the Plan, 

including jurisdiction to:

1. Allow, Disallow, determine, liquidate, classify, estimate, or establish the priority, 

Secured, Unsecured, or subordinated status, or amount of any Claim or Interest, including the 

resolution of any request for payment of any Administrative Expense Claim and the resolution of 

any and all objections relating to any of the foregoing;

2. decide and resolve all matters related to the granting and denying, in whole or in 

part, any applications for allowance of compensation or reimbursement of expenses to 

Professionals;

3. resolve any matters related to: (a) the assumption, assumption and assignment, or 

rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect 

to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims 

arising therefrom, including Cures pursuant to section 365 of the Bankruptcy Code; (b) any 

potential contractual obligation under any Executory Contract or Unexpired Lease that is assumed; 

and (c) any dispute regarding whether a contract or lease is or was executory or expired;

4. ensure that distributions to Holders of Allowed Claims or Interests are 

accomplished pursuant to the provisions of the Plan;

5. consider any modifications of the Plan before or after the Effective Date pursuant 

to section 1127 of the Bankruptcy Code, the Confirmation Order, the Sale Approval Order or any 

contract, instrument, release, or other agreement or document entered into or delivered in 

connection with the Plan, the Disclosure Statement, the Confirmation Order, or the Sale Approval 

Order in each case, to remedy any defect or omission or reconcile any inconsistency in any 

Bankruptcy Court order, the Plan, the Disclosure Statement, the Confirmation Order, the Sale 

Approval Order, or any contract, instrument, release, or other agreement or document entered into, 

delivered, or created in connection with the Plan, the Disclosure Statement, the Confirmation 

Order, or the Sale Approval Order in such manner as may be necessary or appropriate to 

consummate the Plan;

6. adjudicate, decide, or resolve any motions, adversary proceedings, contested, or 

litigated matters, and grant or deny any applications involving a Debtor that may be pending on 

the Effective Date;

7. adjudicate, decide, or resolve any and all matters related to Causes of Action by or 

against a Debtor, the GUC Trust, or GUC Trustee;

8. adjudicate, decide, or resolve any and all matters related to sections 1141, 1145, 

and 1146 of the Bankruptcy Code;

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9. enter and implement such orders as may be necessary or appropriate to execute, 

implement, or consummate the provisions of the Plan, and all contracts, instruments, releases, 

indentures, and other agreements or documents created in connection with the Plan;

10. enter and enforce any order for the sale of property pursuant to sections 363 or 1123 

of the Bankruptcy Code, including for the avoidance of doubt the Sale Approval Order;

11. resolve any cases, controversies, suits, disputes, or Causes of Action that may arise 

in connection with the Consummation, interpretation, or enforcement of the Plan or any Entity’s 

obligations incurred in connection with the Plan;

12. adjudicate, decide, or resolve any dispute and all matters related to the Sale 

Transaction and Sale Transaction Documents;

13. adjudicate, decide, or resolve any dispute and all matters arising under the GUC 

Trust Agreement;

14. issue injunctions, enter and implement other orders, or take such other actions as 

may be necessary or appropriate to restrain interference by any Entity with Consummation or 

enforcement of the Plan;

15. resolve any cases, controversies, suits, disputes, or Causes of Action with respect 

to the settlements, compromises, discharges, releases, injunctions, exculpations, and other 

provisions contained in Article VIII of the Plan and enter such orders as may be necessary or 

appropriate to implement such releases, injunctions, and other provisions;

16. resolve any cases, controversies, suits, disputes, or Causes of Action with respect 

to the repayment or return of distributions and the recovery of additional amounts owed by the 

Holder of a Claim or Interest for amounts not timely repaid pursuant to Article VII of the Plan;

17. enter and implement such orders as are necessary or appropriate if the Confirmation 

Order is for any reason modified, stayed, reversed, revoked, or vacated;

18. determine any other matters that may arise in connection with or relate to the Plan, 

the Disclosure Statement, the Confirmation Order, the Plan Supplement, or the Sale Approval 

Order;

19. adjudicate any and all disputes arising from or relating to distributions under the 

Plan or any transactions contemplated therein, including any Restructuring Transactions;

20. determine requests for the payment of Claims entitled to priority pursuant to section 

507 of the Bankruptcy Code;

21. hear and determine matters concerning state, local, and U.S. federal taxes in 

accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

22. hear and determine matters concerning section 1145 of the Bankruptcy Code;

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23. hear and determine all disputes involving the existence, nature, or scope of the 

release provisions set forth in the Plan, including any dispute or matter relating to any liability 

arising out of the termination of employment or the termination of any employee or retiree benefit 

program, regardless of whether such termination occurred prior to or after the Effective Date;

24. enforce all orders previously entered by the Bankruptcy Court;

25. enter a final decree concluding or closing the Chapter 11 Cases; 

26. enforce the injunction, release, and exculpation provisions set forth in Article VIII 

of the Plan; 

27. hear any other matter not inconsistent with the Bankruptcy Code; and

28. the CCAA Court shall retain jurisdiction over the CCAA Recognition Proceedings 

and all matters, arising out of, or related to, the CCAA Recognition Proceedings including the 

orders of the CCAA Court. 

ARTICLE XII.

MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect

Subject to Article IX.B of the Plan and notwithstanding Bankruptcy Rules 3020(e), 

6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan, 

the final versions of the documents contained in the Plan Supplement, the Confirmation Order, 

and the Sale Approval Order shall be immediately effective and enforceable and deemed binding 

upon the Debtors or the Wind Down Estate, as applicable, and any and all Holders of Claims or 

Interests (regardless of whether the Holders of such Claims or Interests are deemed to have 

accepted or rejected the Plan), all Entities that are parties to or are subject to the settlements, 

compromises, releases, and injunctions provided for in the Plan, each Entity acquiring property 

under the Plan or the Confirmation Order, and any and all non-Debtor parties to Executory 

Contracts and Unexpired Leases. All Claims and debts shall be fixed, adjusted, or compromised, 

as applicable, pursuant to the Plan regardless of whether any Holder of a Claim or debt has voted 

on the Plan.

B. Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court such 

agreements and other documents as may be necessary or appropriate to effectuate and further 

evidence the terms and conditions of the Plan. The Debtors, the Wind Down Estate, the Wind 

Down Administrator, the GUC Trust, or the GUC Trustee, as applicable, and all Holders of Claims 

or Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from 

time to time, prepare, execute, and deliver any agreements or documents and take any other actions 

as may be necessary or advisable to effectuate the provisions and intent of the Plan.

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C. Reservation of Rights

Except as expressly set forth herein, the Plan shall have no force or effect unless the 

Bankruptcy Court enters the Confirmation Order, and the Confirmation Order shall have no force 

or effect unless the Effective Date occurs. Prior to the Effective Date, neither the Plan, any 

statement or provision contained in the Plan, nor any action taken or not taken by any Debtor with 

respect to the Plan, the Disclosure Statement, the Confirmation Order, or the Plan Supplement 

shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect 

to the Holders of Claims or Interests.

D. Successors and Assigns

The rights, benefits, and obligations of any Entity named or referred to in the Plan or the 

Confirmation Order shall be binding on, and shall inure to the benefit of any heir, executor, 

administrator, successor or assign, Affiliate, officer, director, manager, agent, representative, 

attorney, beneficiaries, or guardian, if any, of each Entity.

E. Service of Documents

Any pleading, notice, or other document required by the Plan to be served on or delivered 

to the Debtors, the Wind Down Estate, the Wind Down Administrator, the GUC Trust, or the GUC 

Trustee as applicable, shall be served on:

Debtors or the 

Wind Down Estate

KidKraft Inc.

4630 Olin Road

Dallas, TX 75244

Attn: Geoffrey Walker

Attorneys to the Debtors Vinson & Elkins LLP

2001 Ross Avenue, Suite 3900

Dallas, TX 75201

Attn: William L. Wallander

Matthew D. Struble

Kiran Vakamudi

 

and

Vinson & Elkins LLP

1114 Avenue of the Americas, 32nd Floor

New York, NY 10036

Attn: David S. Meyer 

Lauren R. Kanzer

Wind Down Administrator SierraConstellation Partners, LLC

3090 Olive St., 3rd Floor

Dallas, TX 75219

Attn: Carl Moore

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GUC Trustee Jiangang Ou, Esq.

1222 Howard Lane

Bellaire, Texas 77401

United States Trustee Office of the United States Trustee

for the Northern District of Texas

Earle Cabell Federal Building

1100 Commerce Street, Room 976

Attn: Meredyth Kippes 

Prepetition Credit Agreement 

Agent and DIP Agent

GB Funding, LLC

101 Huntington Avenue, Suite 1100 

Boston, Massachusetts 02199 

Attn: David Braun 

 Kyle Shonak

Counsel to the Prepetition Credit 

Agreement Agent and DIP Agent

Katten Muchin Rosenman LLP

50 Rockefeller Plaza

New York, NY 10020

Attn: Cindi M. Giglio

Lucy F. Kweskin

Purchaser Backyard Products LLC

317 S. Main Street

Ann Arbor, MI 48104 

Attn: Thomas van der Meulen

Counsel to Purchaser King & Spalding LLP

1185 6th Avenue

New York, NY 10036

Attn: Spencer Stockdale

 Michael Fishel

 Jeff Dutson

MidOcean MidOcean Partners

245 Park Avenue

38th Floor

New York, NY 10167

Attn: Daniel Penn

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Counsel to MidOcean Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attn: Andrew Herman

F. Term of Injunctions or Stays

Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays 

in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any 

order of the Bankruptcy Court or the CCAA Court, and existing on the Confirmation Date 

(excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain 

in full force and effect until the Effective Date. All injunctions or stays contained in the Plan, the 

Confirmation Order, the Confirmation Recognition Order or the Sale Order shall remain in full 

force and effect in accordance with their terms.

G. Entire Agreement

Except as otherwise indicated, and without limiting the effectiveness of the Global 

Settlement and the Restructuring Support Agreement and any related agreements thereto, on the 

Effective Date, the Plan, the Plan Supplement, and the Confirmation Order shall supersede all 

previous and contemporaneous negotiations, promises, covenants, agreements, understandings, 

and representations on such subjects, all of which have become merged and integrated into the 

Plan.

H. Exhibits

All exhibits and documents included in the Plan Supplement are incorporated into and are 

a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, 

copies of such exhibits and documents shall be available upon written request to the Debtors’ 

counsel at the address above or by downloading such exhibits and documents from the Debtors’ 

restructuring website at https://www.stretto.com/kidkraft or the Bankruptcy Court’s website at 

https://www.txnb.uscourts.gov/. To the extent any exhibit or document is inconsistent with the 

terms of the Plan, unless otherwise ordered by the Bankruptcy Court, the non-exhibit or nondocument portion of the Plan shall control.

I. Nonseverability of Plan Provisions

If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court 

to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and 

interpret such term or provision to make it valid or enforceable to the maximum extent practicable, 

consistent with the original purpose of the term or provision held to be invalid, void, or 

unenforceable, and such terms or provision shall then be applicable as altered or interpreted, 

provided that any such alteration or interpretation shall be acceptable to the Debtors, 

the DIP Agent, the Prepetition Secured Parties, and the Purchaser. Notwithstanding any such 

alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in 

full force and effect and will in no way be affected, impaired, or invalidated by such alteration or 

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interpretation. The Confirmation Order shall constitute a judicial determination and shall provide 

that each term and provision of the Plan, as it may have been altered or interpreted in accordance 

with the foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to the Plan and 

may not be deleted or modified without the Debtors’, the Prepetition Secured Parties’, and the 

Purchaser’s consent; and (3) nonseverable and mutually dependent.

J. Votes Solicited in Good Faith

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes 

on the Plan in good faith and in compliance with the Bankruptcy Code, and pursuant to 

section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates, agents, 

representatives, members, principals, shareholders, officers, directors, employees, advisors, and 

attorneys will be deemed to have participated in good faith and in compliance with the Bankruptcy 

Code in the offer, issuance, sale, and purchase of Securities (if any) offered and sold under the 

Plan and any previous plan, and, therefore, neither any of such parties or individuals nor the Wind 

Down Estate or Wind Down Administrator (as applicable) will have any liability for the violation 

of any applicable law, rule, or regulation governing the solicitation of votes on the Plan or the 

offer, issuance, sale, or purchase of the Securities (if any) offered and sold under the Plan and any 

previous plan.

K. Request for Expedited Determination of Taxes

The Debtors, the Wind Down Estate, the Wind Down Administrator, or the GUC Trustee, 

as the case may be, shall have the right to request an expedited determination under section 505(b) 

of the Bankruptcy Code with respect to tax returns filed, or to be filed, for any and all taxable 

periods ending after the Petition Date through the Effective Date. 

L. Closing of Chapter 11 Cases

The Wind Down Estate or the Wind Down Administrator (as applicable) shall, promptly 

after the full administration of the Chapter 11 Cases, File with the Bankruptcy Court all documents 

required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to issue a 

final decree closing the Chapter 11 Cases and file materials with the CCAA Court to terminate the 

CCAA Recognition Proceedings.

M. No Stay of Confirmation Order

The Confirmation Order and Confirmation Recognition Order shall contain a waiver of 

any stay of enforcement otherwise applicable, including pursuant to Bankruptcy Rules 3020(e) 

and 7062.

N. Waiver or Estoppel

Each Holder of a Claim or Interest shall be deemed to have waived any right to assert any 

argument, including the right to argue that its Claim or Interest should be Allowed in a certain 

amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the 

Debtors or their counsel, or any other Entity, if such agreement or the Debtors,’ Wind Down 

Estate’s, or the Wind Down Administrator’s (as applicable) right to enter into settlements was not 

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disclosed in the Plan, the Disclosure Statement, or papers Filed with the Bankruptcy Court or the 

Noticing and Claims Agent prior to the Confirmation Date.

O. Dissolution of Statutory Committees

On the Effective Date, any statutory committee formed in connection with the Chapter 11 

Cases shall dissolve automatically and all members thereof (solely in their capacities as such) shall 

be released and discharged from all rights, duties, and responsibilities arising from, or related to, 

the Chapter 11 Cases.

* * * *

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

Dated: June 20July 6, 2024

Dallas, Texas

KIDKRAFT, INC. 

on behalf of itself and all other Debtors

/s/ Geoffrey Walker

Geoffrey Walker

President & Chief Executive Officer

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