ORDER CONFIRMING MODIFIED FIRST AMENDED CHAPTER 11 PLAN 

OF REORGANIZATION OF GRAND FUSION HOUSEWARES, LLC Page 1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

FORT WORTH DIVISION

IN RE:

GRAND FUSION HOUSEWARES, LLC,

Debtor.

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CHAPTER 11

Case No. 24-41694

ORDER CONFIRMING MODIFIED FIRST AMENDED CHAPTER 11 PLAN 

OF REORGANIZATION OF GRAND FUSION HOUSEWARES, LLC

[Relates to Docket No. 116]

The Court has considered the Modified First Amended Chapter 11 Plan of Reorganization 

of Grand Fusion Housewares, LLC [Docket No. 116] (as amended, revised or modified, the 

“Plan”)1 filed by Grand Fusion Housewares, LLC (the “Debtor”). Based on the testimony and 

other evidence presented and admitted during the confirmation hearing, the arguments of counsel, 

and the findings of fact and conclusions of law contained herein, the Court has determined that the 

Plan should be confirmed under section 1191(b) of the Bankruptcy Code.

IT IS HEREBY FOUND AND DETERMINED THAT:

A. Findings and Conclusions. The finding and conclusions set forth herein and in the 

record of the Confirmation Hearing constitute the Court’s findings of fact and conclusions of law 

1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan.

The following constitutes the ruling of the court and has the force and effect therein described.

_____________________________________________________________________

Signed December 18, 2024

____________________________

United States Bankruptcy Judge
ORDER CONFIRMING MODIFIED FIRST AMENDED CHAPTER 11 PLAN 

OF REORGANIZATION OF GRAND FUSION HOUSEWARES, LLC Page 2

pursuant to Rule 52 of the Federal Rules of Civil Procedure as made applicable herein by 

Bankruptcy Rules 7052 and 9014. To the extent any of the following findings of fact constitute 

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

law constitute findings of fact, they are adopted as such.

B. Jurisdiction; Venue; Core Proceeding. The Court has jurisdiction over the 

Debtor’s bankruptcy case pursuant to 28 U.S.C. §§ 157 and 1334. The Debtor satisfies the 

definition of debtor as defined under section 1182(1)(A) of the Bankruptcy Code. Venue is 

proper pursuant to 28 U.S.C. §§ 1408 and 1409. Confirmation of the Plan is a core proceeding 

pursuant to 28 U.S.C. § 157(b)(2)(L) over which the Court has jurisdiction and constitutional 

authority to enter final orders with respect thereto. The Debtor is the sole proponent of the Plan 

in accordance with section 1189(a) of the Bankruptcy Code.

C. Background of the Bankruptcy Case. The Debtor commenced the above-captioned 

chapter 11 case (the “Bankruptcy Case”) on May 16, 2024 (the “Petition Date”). Since the Petition 

Date, the Debtor has continued to operate and to manage its business as a “debtor-in-possession” 

pursuant to section 1184 of the Bankruptcy Code. Through a final order of this Court, the Debtor 

retained Bonds Ellis Eppich Schafer Jones LLP as its primary bankruptcy counsel.

D. Judicial Notice. The Court takes judicial notice of the docket of the Bankruptcy 

Case maintained by the Clerk of the Court, including, without limitation, all pleadings, 

stipulations, and other documents filed with, all orders entered by, and all evidence and argument 

made, proffered, or adduced at the hearings held before the Court during the pendency of the 

Bankruptcy Case.

E. Plan Modification. The Court finds and concludes that the modifications to the 

Plan set forth therein and set forth in this Confirmation Order or otherwise, if any (collectively, 
ORDER CONFIRMING MODIFIED FIRST AMENDED CHAPTER 11 PLAN 

OF REORGANIZATION OF GRAND FUSION HOUSEWARES, LLC Page 3

the “Plan Modifications”), do not have any material and adverse impact on any creditor or party 

in interest and are appropriate under the circumstances.

F. Burden of Proof. The Debtor has the burden of proof to demonstrate satisfaction 

of section 1191(b) of the Bankruptcy Code by a preponderance of the evidence. The Court finds

that the Debtor has met its burden of proof with respect to all applicable provisions of Bankruptcy 

Code sections 1191(b), 1129(a), and 1123(a).

G. Transmittal and Mailing of Solicitation Materials and Notices. The solicitation 

materials and notices prescribed in the Order Granting Debtor’s Motion for Entry of an Order (A) 

Scheduling a Hearing on Confirmation of the Debtor’s Chapter 11 Plan of Reorganization; (B) 

Approving the Debtor’s Solicitation Package; (C) Setting Related Deadlines; and (D) Granting 

Related Relief [Docket No. 99] (the “Solicitation Order”) were served in compliance therewith and 

all applicable provisions of the Bankruptcy Code and Bankruptcy Rules, and such service was 

adequate and sufficient. The Debtor has given adequate and sufficient notice of the Confirmation 

Hearing and the other deadlines and matters required to be noticed pursuant to the Solicitation 

Order and any further order entered by this Court in compliance with the Bankruptcy Rules and 

all applicable orders of this Court. 

H. Adequacy of Solicitation Procedures. All procedures used to distribute the

solicitation materials to the appropriate creditors entitled to vote on the Plan and to tabulate the

Ballots returned by Claimants were fair and were conducted in accordance with the applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Solicitation Order. Votes for

acceptance or rejection of the Plan were solicited and cast in good faith and otherwise in

compliance with sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rule 3018, and

N.D. Tex. L.B.R. 3018-1.
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I. Good Faith Solicitation – 11 U.S.C. § 1125(e). Based on the record before the Court 

in the Bankruptcy Case, the Debtor and its professionals have acted in good faith within the 

meaning of sections 1125(e) and 1129(a)(3), and in compliance with the applicable provisions of 

the Bankruptcy Code, the Bankruptcy Rules, and the Solicitation Order in connection with all of 

their respective activities relating to the solicitation of acceptances of the Plan and their 

participation in the activities described in section 1125, and are entitled to the protections afforded 

by section 1125(e) of the Bankruptcy Code.

J. Ballot Tabulation. The Voting Deadline for casting Ballots to accept or reject the 

Plan has passed, and the voting agent for the balloting permitted for all Classes entitled to vote in 

connection with the Plan, has filed the Certification of Ballots With Respect to Voting on the 

Modified First Amended Chapter 11 Plan of Reorganization of Grand Fusion Housewares, LLC

[Docket No. 118] (the “Ballot Tabulation”).

K. Subchapter V Plan Content. The Plan complies with Bankruptcy Code section 

1190(1) because it provides the following mandatory content: (i) a brief history of Debtor’s

business operations; (ii) a liquidation analysis; and (iii) projections with respect to the Debtor’s

ability to make payments under the Plan.

L. Impaired Classes Voting to Accept or Reject the Plan. The Court finds that

Classes 3 and 7 are Impaired under the Plan. The Court further finds that Class 7 voted to accept 

the Plan. The Court further finds that Class 3 did not participate in voting. 

M. Classes Deemed to Have Accepted or Rejected the Plan. Classes 1, 2, 4, 5, 6, and 

8 are Unimpaired and therefore are deemed to accept the Plan.

N. Releases, Exculpations and Injunctions. The Court hereby finds that each of the

release, exculpation and injunction provisions, including without limitation those set forth in 
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Article VIII of the Plan, is: (i) within the jurisdiction of the Bankruptcy Court under 28 U.S.C.

§§ 1334(a), (b) & (d); (ii) an essential means of implementing the Plan pursuant to section 

1123(a)(5); (iii) an integral element to the confirmation of the Plan; (iv) in the best interests of 

and confers material benefits upon, the Debtor, its Estate, and its creditors; (v) important to the 

overall objectives of the Plan to finally resolve certain claims among or against the key parties 

in interest in this Bankruptcy Case; and (vi) consistent with sections 105, 1123 and 1129 of the 

Bankruptcy Code, Bankruptcy Rule 9019, and other applicable provisions of the Bankruptcy 

Code and applicable law. The record of the Confirmation Hearing and the Bankruptcy Case is 

sufficient to support the release, exculpation, and injunction provisions contained in the Plan. 

The Court finds that the compromises, releases, exculpations and injunctions in the Plan, 

including without limitation those set forth in Article VIII are not prohibited by applicable 

statutory or case law.

O. Satisfaction of Confirmation Requirements. The Debtor has satisfied, and the Plan 

complies with, all applicable provisions of Bankruptcy Code section 1129(a), which are expressly 

made applicable by Bankruptcy Code section 1191(b). The Plan complies with all provisions of 

1191(b). The Plan does not discriminate unfairly and is fair and equitable with respect to each class 

of claims or interests that is impaired under, and has not accepted, the plan.

P. Plan Compliance with Bankruptcy Code – 11 U.S.C. § 1129(a)(1). The Plan

complies with the applicable provisions of the Bankruptcy Code, thereby satisfying section 

1129(a)(1) of the Bankruptcy Code.

Q. Plan Compliance with 11 U.S.C. § 1123(a). The Plan complies with section 1123(a) 

of the Bankruptcy Code:

(i) Proper Classification – 11 U.S.C. §§ 1122, 1123(a)(1). Aside from Administrative 

Claims and Priority Tax Claims, which need not be classified, the Plan designates 

five (8) Classes of Claims and Interests. The Claims and Interests placed in each 
ORDER CONFIRMING MODIFIED FIRST AMENDED CHAPTER 11 PLAN 

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Class are substantially similar to other Claims and Interests, as the case may be, in 

each such Class. Valid business, factual and legal reasons exist for separately 

classifying the various Classes of Claims and Interests created under the Plan, and 

such Classes do not unfairly discriminate among holders of Claims and Interests. 

Thus, the Plan satisfies sections 1122 and 1123(a)(1) of the Bankruptcy Code. 

(ii) Specify Unimpaired Classes – 11 U.S.C. § 1123(a)(2). The Plan satisfies section 

1123(a)(2) of the Bankruptcy Code because Article III of the Plan specifies which 

Classes of Claims and Interests are Unimpaired under the Plan.

(iii) Specify Treatment of Impaired Classes – 11 U.S.C. § 1123(a)(3). The Plan satisfies 

section 1123(a)(3) of the Bankruptcy Code because Article III of the Plan specifies 

which Classes of Claims and Interests are Impaired under the Plan.

(iv) No Discrimination – 11 U.S.C. § 1123(a)(4). The Plan provides for the same 

treatment for each Claim or Interest in each respective Class unless the holder of a 

particular Claim or Interest has agreed to a less favorable treatment of such Claim 

or Interest, thereby satisfying section 1123(a)(4) of the Bankruptcy Code. 

(v) Adequate Means for Implementation of Plan – 11 U.S.C. § 1123(a)(5). The Plan 

will be implemented as provided in Article IV of the Plan. Accordingly, the Plan 

satisfies the requirements of section 1123(a)(5) of the Bankruptcy Code. 

(vi) Non-Voting Equity Securities – 11 U.S.C. § 1123(a)(6). The Plan satisfies section 

1123(a)(6) of the Bankruptcy Code because Article IV of the Plan provides for the 

inclusion in the charter of the Debtor, of a provision prohibiting the issuance of 

nonvoting equity securities, and providing, as to the several classes of securities 

possessing voting power, an appropriate distribution of such power among such 

classes, including, in the case of any class of equity securities having a preference 

over another class of equity securities with respect to dividends, adequate 

provisions for the election of directors representing such preferred class in the 

event of default in the payment of such dividends.

(vii) Selection of Officers and Directors – 11 U.S.C. § 1123(a)(7), § 1129(a)(5). The 

Plan complies with sections 1123(a)(7) and 1129(a)(5) of the Bankruptcy Code 

because it contains only provisions that are consistent with the interests of creditors 

and equity security holders and with public policy with respect to the manner of 

selection of any officer, director, or trustee under the plan and any successor to 

such officer, director, or trustee. 

R. Compliance with Fed. R. Bankr. P. 3018. The solicitation of votes to accept or reject 

the Plan satisfies Bankruptcy Rule 3018. The Plan was properly served and transmitted to all 

creditors entitled to vote or provisionally allowed to vote on the Plan. Sufficient time was 

prescribed for such creditors to accept or reject the Plan, and the solicitation materials used and 

solicitation procedures followed comply with sections 1125 and 1126, thereby satisfying the 
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requirements of Bankruptcy Rule 3018. Further, the Debtor has filed the Ballot Tabulation at least 

one day prior to the Confirmation Hearing, thereby satisfying N.D. Tex. L.B.R. 3018-1.

S. Compliance with Bankruptcy Code – 11 U.S.C. § 1129(a)(2). The Debtor has

complied with the applicable provisions of the Bankruptcy Code, thereby satisfying section 

1129(a)(2).

T. Plan Proposed in Good Faith – 11 U.S.C. § 1129(a)(3). The Debtor has proposed 

the Plan in good faith and not by any means forbidden by law, thereby satisfying section 

1129(a)(3). In determining that the Plan has been proposed in good faith, the Court has examined 

the totality of the circumstances surrounding the formulation and solicitation of the Plan, including 

without limitation the following. The Bankruptcy Case was commenced as a voluntary chapter 11 

case. The Debtor has continued to operate its business and manage its Estate throughout the 

Bankruptcy Case. The Debtor has fairly and adequately disclosed to the Court and parties in 

interest the nature and business judgment supporting the transactions between them and any 

Insiders. Under the totality of circumstances of this case, the Court concludes that the Plan was 

formulated and proposed in good faith.

U. Payments for Services or Costs and Expenses – 11 U.S.C. § 1129(a)(4). All 

payments to be made by the Reorganized Debtor under the Plan for services or for costs and 

expenses incurred prior to the Effective Date of the Plan in or in connection with the Bankruptcy 

Case or in connection with the Plan and incident to the Bankruptcy Case have either been approved 

by this Court’s orders or remain subject to final approval of the Court as reasonable, thereby 

satisfying section 1129(a)(4) of the Bankruptcy Code.

V. No Rate Changes – 11 U.S.C. § 1129(a)(6). There is no regulatory commission

having jurisdiction after confirmation of the Plan over the rates of the Debtor and there are no rate 
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changes provided for in the Plan requiring approval of any such commission. Therefore, section 

1129(a)(6) of the Bankruptcy Code is not applicable.

W. Best Interests of Creditors – 11 U.S.C. § 1129(a)(7).The Plan satisfies section 

1129(a)(7) of the Bankruptcy Code. The liquidation analysis contained in the Plan and the exhibits 

and evidence proffered or adduced at the Confirmation Hearing: (i) are persuasive and credible, 

(ii) have not been controverted by other evidence, and (iii) establish that each holder of an Impaired 

Claim or Interest has accepted the Plan or will receive or retain under the Plan, on account of such 

Claim or Interest, property of a value, as of the Effective Date, that is not less than the amount that 

such holder would receive or retain if the Debtor was liquidated under Chapter 7 of the Bankruptcy 

Code on such date.

X. Treatment of Administrative, Priority, and Tax Claims – U.S.C. § 1129(a)(9). The 

treatment of Administrative Claims, Priority Tax Claims, and Priority Non-Tax Claims under the 

Plan satisfies the requirements of sections 1129(a)(9) the Bankruptcy Code.

Y. Acceptance by Impaired Class – 11 U.S.C. § 1129(a)(10). The Plan satisfies section 

1129(a)(10) of the Bankruptcy Code because at least one Impaired Class of Claims has voted to 

accept the Plan, determined without including any acceptance of the Plan by any Insider. 

Z. Feasibility – 11 U.S.C. § 1129(a)(11). Evidence proffered or adduced by the 

Debtor at the Confirmation Hearing with respect to feasibility are persuasive and credible, and 

establish that confirmation of the Plan is not likely to be followed by liquidation or the need for 

further financial reorganization of the Reorganized Debtor. Among other evidence, the Plan 

projections attached to the Plan, and the means for implementation of the Plan included within 

the Plan, are reasonable, feasible, and based on sound historical data and reasonable assumptions 

and demonstrate that the Plan is feasible. Accordingly, the Court finds that the Debtor has
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satisfied the requirements of section 1129(a)(11) of the Bankruptcy Code.

AA. Payment of Fees – 11 U.S.C. § 1129(a)(12). Pursuant to § 4(b)(3) of the Small 

Business Reorganization Act of 2019, the Debtor is not required to make quarterly payments to 

the U.S. Trustee in accordance with 28 U.S.C. § 1930(a)(6)(A). Thus, to the extent Bankruptcy 

Code section 1129(a)(12) applies, the Plan may be confirmed.

BB. Continuation of Retiree Benefits – 11 U.S.C. § 1129(a)(13). The Debtor does not 

have any retiree benefits within the meaning of section 1114 of the Bankruptcy Code. Thus, the 

requirements of section 1129(a)(13) of the Bankruptcy Code are not applicable.

CC. Domestic Support Obligations – 11 U.S.C. § 1129(a)(14). Section 1129(a)(14) of 

the Bankruptcy Code is not applicable because the Debtor is not required by judicial or 

administrative order, or by statute, to pay a domestic support obligation.

DD. Debtor is not an Individual – 11 U.S.C. § 1129(a)(15). The Debtor is not an 

individual and section 1129(a)(15) of the Bankruptcy Code does not apply in Subchapter V cases.

EE. Fair and Equitable; No Unfair Discrimination. The Plan does not discriminate 

unfairly and is fair and equitable with respect to all Claims and Interests that are Impaired within 

the meaning of section 1191 of the Bankruptcy Code.

(i) Bankruptcy Code section 1191(c)(1) is satisfied because the Plan satisfies the 

requirements under Bankruptcy Code section 1129(b)(2)(A) as to Allowed 

Secured Claims; 

(ii) As of the Effective Date of the Plan, the Plan provides that all of Debtor’s

projected Disposable Income, as defined by Bankruptcy Code section 1191(d), 

during the 3-year commitment period will be applied to make payments under 

the Plan;
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(iii) There is a reasonable likelihood that Debtor will be able to make all of the 

payments under the Plan; and

(iv) The Plan Provides appropriate remedies to protect Holders of Claims and 

Interests in the event that Plan payments are not made.

FF. Only One Plan – 11 U.S.C. § 1129(c). Section 1129(c) is not applicable in 

Subchapter V bankruptcy case.

GG. Principal Purpose – 11 U.S.C. § 1129(d). The principal purpose of the Plan is 

neither the avoidance of taxes nor the avoidance of Section 5 of the Securities Act of 1933, and 

no governmental unit has objected to the confirmation of the Plan on any such grounds. The Plan 

therefore satisfies the requirements of section 1129(d) of the Bankruptcy Code.

HH. Executory Contracts. The Debtor has exercised reasonable business judgment in 

determining whether to assume, assume and assign, or reject each of its Executory Contracts and 

Unexpired Leases as set forth in Article V of the Plan. Each pre- or post-Confirmation assumption, 

assumption and assignment, or rejection of an Executory Contract or Unexpired Lease shall be 

legal, valid and binding upon the Reorganized Debtor and all non-debtor counterparties to such 

executory contract or unexpired lease, all to the same extent as if such assumption, assumption and 

assignment, or rejection had been effectuated pursuant to an appropriate authorizing order of the 

Court entered before the Confirmation Date under section 365 of the Bankruptcy Code. Any 

assumption and assignment of an executory contract or unexpired lease under the Plan shall be 

binding upon the Reorganized Debtor and non- debtor counterparties thereto only upon the 

occurrence of the Effective Date. Further, nothing herein or in the Plan shall affect or otherwise 

limit the rights of the Reorganized Debtor to enforce and prosecute the claims and causes of action 

reserved under the Plan and this Confirmation Order, including, without limitation the Retained 
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Causes of Action.

II. Retention of Jurisdiction. The Court properly may retain jurisdiction over the 

matters set forth in Article XI of the Plan.

JJ. Preservation and Retention of Causes of Action. The Plan contains specific and 

unequivocal preservation and retention of the Estate’s Claims and Causes of Action as required 

under applicable Fifth Circuit authority including, without limitation, In re MPF Holdings US LLC, 

701 F.3d 449 (5th Cir. 2012), In re Texas Wyoming Drilling, Inc., 647 F.3d 547 (5th Cir. 2011) and 

In re United Operating, L.L.C., 540 F.3d 351 (5th Cir. 2008).

KK. Satisfaction of Confirmation Requirements under Section 1191(b). The Debtor has 

established by the preponderance of the evidence that the Plan satisfies all requirements for 

confirmation set forth in section 1191(b) of the Bankruptcy Code. Confirmation of the Plan is in 

the best interests of Debtor’s Estate, Debtor’s creditors, and all other parties in interest.

Now, THEREFORE, in view of the foregoing FINDINGS, it is hereby ORDERED, 

ADJUDGED, and DECREED as follows:

1. Findings of Fact and Conclusions of Law. The foregoing findings of fact and 

conclusions of law are incorporated by reference into this Confirmation Order as though fully set 

forth herein.

2. Objections. All objections to confirmation not withdrawn or otherwise resolved 

are hereby expressly overruled.

3. Confirmation of Plan. The Plan is CONFIRMED pursuant to section 1191(b) of 

the Bankruptcy Code, and all terms and conditions set forth in the Plan are APPROVED.

4. Plan Implementation Authorization. The Debtor and/or the Reorganized Debtor are 

authorized and directed to take any and all actions necessary or appropriate to implement, 
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effectuate, and consummate the Plan, the terms of this Confirmation Order, and the transactions 

respectively contemplated therein, or otherwise perform its respective duties under the Plan and 

this Confirmation Order.

5. Binding Effect. The rights afforded in the Plan and the treatment of all Claims and 

Interests herein shall be in exchange for and in complete satisfaction, discharge, and release of all 

Claims and Interests of any nature whatsoever against the Debtor or its Estate, properties, or 

interests in property. Except as otherwise provided in this Confirmation Order and the Plan, on the 

Effective Date, all Claims against and Interests in the Debtor or its Estate, properties or interests 

in property shall be satisfied, discharged, and released in full. Except as otherwise provided in the 

Plan and this Confirmation Order, all Persons shall be precluded and forever barred from asserting 

any Claim or Interest against the Debtor, its Estate, any successors or assigns, or any interests in 

the based upon any act, omission, transaction, or other activity of any kind or nature that occurred 

or came into existence prior to the Effective Date, whether or not the facts of or legal bases 

therefore were known or existed prior to the Effective Date.

6. Disclaimer for Governmental Units. Notwithstanding anything in the Plan, this 

Confirmation Order, or any other plan document, nothing shall discharge, release, preclude, or 

enjoin (a) any liability of the Debtor to any governmental unit that is not a Claim; (b) any Claim 

of a governmental unit arising on or after the Effective Date; (c) any police or regulatory liability 

of any entity to a governmental unit, including, without limitation, any police or regulatory liability 

that such entity would be subject to as the post-Effective Date owner or operator of property; or 

(d) any Claim of or liability to a governmental unit on the part of any Person or Entity other than 

the Debtor. Nor shall anything in the Plan, the Confirmation Order, or any other plan document 

enjoin or otherwise bar a governmental unit from asserting or enforcing, outside this Bankruptcy 
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Court, any liability described in the preceding sentence. Nothing in the Plan, the Confirmation 

Order, or any other plan document authorizes the transfer of any licenses, permits, registrations, 

or other governmental authorizations or approvals without compliance with all applicable legal 

requirements under non-bankruptcy law governing such transfers. 

7. Automatic Stay. The automatic stay pursuant to section 362 of the Bankruptcy 

Code, except as previously modified by the Bankruptcy Court, shall remain in effect until the 

Effective Date of the Plan as to the Debtor and all property of the Estate. Upon the Effective Date, 

the automatic stay shall be replaced by the injunction set forth in the Plan and corresponding 

provisions of this Confirmation Order.

8. Claim Objections and Resolutions. The Reorganized Debtor has the sole power and 

authority to object to any Claim on behalf of the Debtor or its Estate. Without limiting the 

generality of the foregoing, the Reorganized Debtor shall have the power to: (a) object to any 

Claim which may be asserted against the Debtor on any legal or equitable basis; (b) to seek 

equitable subordination of any Claim on any legal or equitable basis; (c) to assert any right of 

Setoff or recoupment, including without limitation, any such right pursuant to section 553 of the 

Bankruptcy Code; (d) to assert any and all Estate defenses to any Claim, whether legal or equitable, 

including any affirmative defenses or any Setoff right; (e) to assert any counterclaim against any 

Claim, whether arising out of the same or different transactions, including any counterclaim based 

on a Setoff right; (f) to object to any Claims on the basis of section 502(d) of the Bankruptcy Code; 

and (g) decline to object to any Claims and make distributions based on the face amount of the 

Claims asserted or scheduled. In pursuing Claim Objections, the Reorganized Debtor and the 

responding Claimant shall follow the procedures for resolving disputes over Claims are set forth 

in Article VII of the Plan.
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9. Retention of Subsequent Causes of Action. Except as is otherwise expressly 

provided in the Plan or this Confirmation Order, nothing in the Plan or this Confirmation Order 

shall preclude or estop the Reorganized Debtor from bringing a subsequent action in any court or 

adjudicative body of competent jurisdiction to enforce any or all of its rights in connection with 

the Retained Causes of Action.

10. Distributions Under Plan. Unless otherwise required under the Plan or this 

Confirmation Order, Distributions made by the Reorganized Debtor shall comply with Articles IV 

and VI of the Plan. Any unclaimed property may be held by the Reorganized Debtor and 

distributed in accordance with the Orders of this Court.

11. Assumption of Executory Contracts and Leases. The Assumption or Rejection of 

Executory Contracts and Unexpired Leases as provided by Article V of the Plan shall be effective 

upon the occurrence of the Effective Date. Each pre- or post-Confirmation assumption, assumption 

and assignment, or rejection of an Executory Contract or Unexpired Lease shall be legal, valid and 

binding upon the Reorganized Debtor and all non-debtor counterparties to such Executory Contract 

or Unexpired Lease, all to the same extent as if such assumption, assumption and assignment, or 

rejection had been effectuated pursuant to an appropriate authorizing order of the Court entered 

before the Confirmation Date under section 365 of the Bankruptcy Code. Any assumption and 

assignment of an Executory Contract or Unexpired Lease under the Plan shall be binding upon the 

Reorganized Debtor and non- debtor counterparties thereto only upon the occurrence of the 

Effective Date. Further, nothing herein or in the Plan shall affect or otherwise limit the rights of 

the Reorganized Debtor to enforce and prosecute the claims and causes of action reserved under 

the Plan and this Confirmation Order, including, without limitation the Retained Causes of Action.

12. Exemption from Certain Taxes. Pursuant to section 1146(a) of the Bankruptcy 
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Code, neither (a) the transfer of assets to the Reorganized Debtor, (b) the creation of any mortgage, 

deed of trust, lien, pledge or other security interest, (c) the making or assignment of any contract, 

lease or sublease, nor (d) the making or delivery of any deed or other instrument of transfer under, 

in furtherance of, or in connection with, the Plan, including, without limitation, any merger 

agreements, any agreements of consolidation, restructuring, disposition, liquidation, or 

dissolution, any deeds, any bills of sale, or any transfers of tangible or intangible property, shall 

be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, 

mortgage tax, stamp act, real estate transfer tax, sales or use tax, mortgage recording tax, or other 

similar tax or governmental assessment. State and local governmental officials or agents are hereby 

directed to forego the collection of any such tax or governmental assessment and to accept for 

filing and recordation any of the foregoing instruments or other documents without the payment 

of any such tax or governmental assessment. For the avoidance of doubt, the exemption hereunder 

specifically applies, without limitation, to all documents necessary to evidence and implement the 

transfers and/or distributions set forth under the Plan, and all documents necessary to evidence and 

implement any of the transactions and actions described in the Plan.

13. Governmental Approvals Not Required. Subject to Paragraph 6 hereof, this 

Confirmation Order shall constitute all approvals and consents required, if any, by the laws, rules 

or regulations of any State or any other governmental authority with respect to the implementation 

or consummation of the Plan and any documents, instruments or agreements, and any amendments 

or modifications thereto, and any other acts referred to in or contemplated by the Plan and any 

documents, instruments or agreements, and any amendments or modifications thereto.

14. Releases, Exculpations and Injunctions. Each of the release, exculpation and 

injunction provisions, including without limitation those set forth in Article VIII of the Plan, are 
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hereby approved in full.

15. PERMANENT INJUNCTION. Except as otherwise expressly provided in the 

Plan, or for obligations issued or required to be paid pursuant to the Plan or the 

Confirmation Order, all Entities who have held, hold, or may hold Claims or Interests that 

have been discharged or are subject to exculpation are permanently enjoined, from and after 

the Effective Date, from taking any of the following actions against, as applicable, the Debtor, 

the Reorganized Debtor, and the Exculpated Parties: (1) commencing or continuing in any 

manner any action or other proceeding of any kind on account of or in connection with or 

with respect to any such Claims or Interests; (2) enforcing, attaching, collecting, or 

recovering by any manner or means any judgment, award, decree, or order against such 

Entities on account of or in connection with or with respect to any such Claims or Interests; 

(3) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or 

the property or the estates of such Entities on account of or in connection with or with respect 

to any such Claims or Interests; (4) asserting any right of setoff, subrogation, or recoupment 

of any kind against any obligation due from such Entities or against the property of such 

Entities on account of or in connection with or with respect to any such Claims or Interests 

unless such holder has Filed a motion requesting the right to perform such setoff on or before 

the Effective Date, and notwithstanding an indication of a Claim or Interest or otherwise 

that such holder asserts, has, or intends to preserve any right of setoff pursuant to applicable 

law or otherwise; and (5) commencing or continuing in any manner any action or other 

proceeding of any kind on account of or in connection with or with respect to any such Claims 

or Interests released or settled pursuant to the Plan. Upon entry of the Confirmation Order, 

all holders of Claims and Interests and their respective current and former employees, 
ORDER CONFIRMING MODIFIED FIRST AMENDED CHAPTER 11 PLAN 

OF REORGANIZATION OF GRAND FUSION HOUSEWARES, LLC Page 17

agents, officers, directors, principals, and direct and indirect Affiliates shall be enjoined from 

taking any actions to interfere with the implementation or Consummation of the Plan. For 

the avoidance of doubt, an Entity asserting an event of default under the Plan in compliance 

with the applicable provisions of the Plan shall not be considered interference with the 

implementation or Consummation of the Plan.

16. Release of Liens. Except as otherwise provided in the, the Plan, or any 

contract, instrument, release, or other agreement or document created pursuant to the Plan, 

on the Effective Date and concurrently with the applicable distributions made pursuant to 

the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the 

Secured Claim that is Allowed as of the Effective Date, except for the Midwest Secured 

Claim, the Celtic Secured Claim, and the SBA Secured Claim that are being reinstated in 

accordance with section 1124 of the Bankruptcy Code under the Plan, all mortgages, deeds 

of trust, Liens (including any UCC lien notices sent by any Entity to another third-party 

Entity asserting a lien or interest in Cash, funds, or receivables owned by or otherwise due 

to the Debtor as of the Petition Date), pledges, or other security interests against any property 

of the Estate 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 Reorganized Debtor and its successors and assigns. Any holder of such Secured 

Claim (and the applicable agents for such holder) shall be authorized and directed to release 

any collateral or other property of the Debtor (including any cash collateral and possessory 

collateral) held by such holder (and the applicable agents for such holder), and to take such 

actions as may be reasonably requested by the Reorganized Debtor to evidence the release 

of such Lien, including the execution, delivery, and filing or recording of such releases. The 
ORDER CONFIRMING MODIFIED FIRST AMENDED CHAPTER 11 PLAN 

OF REORGANIZATION OF GRAND FUSION HOUSEWARES, LLC Page 18

presentation or filing of the Confirmation Order to or with any federal, state, provincial, or 

local agency or department shall constitute good and sufficient evidence of, but shall not be 

required to effect, the termination of such Liens.

17. Midwest Regional Bank Provision. Notwithstanding anything to the contrary in the

Plan or this Confirmation Order, 1) Midwest shall retain all liens and replacement liens on its 

collateral post-confirmation, 2) the Plan Injunction and any releases of Released Parties shall not 

apply to any guaranty agreements/guarantors of the Midwest Secured Claim, and 3) all loan 

documents evidencing, securing and relating to the Midwest Secured Claim shall remain in full 

force and effect following Confirmation and the Effective Date.

18. Professional Fee Claims. All final requests for compensation or reimbursement of 

Professional Fee Claims pursuant to sections 327, 328, 330, 331, 363, 503(b) or 1103 of the 

Bankruptcy Code shall be filed no later than thirty (30) days after the Effective Date.

19. Other Administrative Claims. No later than thirty (30) calendar days after the 

Effective, any party seeking allowance of an Administrative Claim (except Professional Fee 

Claims), shall file with the Bankruptcy Court a request for the allowance and payment of such 

Administrative Claim or be forever barred from doing so. 

20. Filing and Recording. This Confirmation Order is and shall be binding upon and 

shall govern the acts of all entities including, without limitation, all filing agents, filing officers, 

title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, 

administrative agencies, governmental departments, secretaries of state, federal, state and local 

officials, and all other persons and entities who may be required, by operation of law, the duties 

of their office, or contract, to accept, file, register or otherwise record or release any document or 

instruments. Each and every federal, state and local government agency is hereby directed to accept 
ORDER CONFIRMING MODIFIED FIRST AMENDED CHAPTER 11 PLAN 

OF REORGANIZATION OF GRAND FUSION HOUSEWARES, LLC Page 19

any and all documents and instruments necessary, useful or appropriate (including Uniform 

Commercial Code financing statements) to effectuate, implement and consummate the 

transactions contemplated by the Plan and this Confirmation Order without payment of any 

recoding tax, stamp tax, transfer tax or similar tax imposed by state or local law.

21. Compromise of Controversies. The provisions of the Plan constitute a good faith 

compromise and settlement of all Claims and controversies resolved under the Plan and is in the 

paramount interest of creditors considering: the probability of the Debtor’s success in the various 

litigation that would be required to resolve the Claims and controversies, the difficulties in 

collection if such litigation were successful, the complexity of the litigation, expense and delay 

associated therewith, and the distributions and other benefits provided under the Plan. 

Consideration for all such compromises, settlements, injunctions and releases is adequate and the 

entry of this Confirmation Order constitutes approval of such compromises, settlements, 

injunctions and releases under Bankruptcy Rule 9019, subject to the provisions of the Plan.

22. Conflicts Between this Confirmation Order and the Plan. The provisions of the Plan

and this Confirmation Order shall be construed in a manner consistent with each other so as to

effect the purpose of each; provided, however, that if there is determined to be any inconsistency

between any Plan provision and any provision of this Confirmation Order that cannot be so

reconciled, then solely to the extent of such inconsistency the provisions of this Confirmation

Order shall govern. The provisions of this Confirmation Order are integrated with each other and

are non-severable and mutually dependent unless expressly stated by further order of this Court.

23. Documents and Instruments. Each federal, state, commonwealth, local, foreign, or 

other governmental agency is hereby authorized to accept any and all documents and instruments 

necessary or appropriate to effectuate, implement or consummate the transactions contemplated 
ORDER CONFIRMING MODIFIED FIRST AMENDED CHAPTER 11 PLAN 

OF REORGANIZATION OF GRAND FUSION HOUSEWARES, LLC Page 20

by the Plan and this Confirmation Order.

24. No Waiver of Plan Provisions Not Expressly Referenced or Restated. The failure 

to specifically include any particular provision of the Plan in this Confirmation Order shall not 

diminish the effectiveness of such provision nor constitute a waiver thereof, it being the intent of 

this Court that the Plan is confirmed in its entirety and incorporated herein by this reference.

25. Retention of Jurisdiction. This Court shall retain jurisdiction as described more 

fully in Article XI of the Plan.

26. Post-Confirmation Business Operations. Debtor is authorized to operate its

business and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy 

Code, Bankruptcy Rules, and Local Rules, and in all respects as if there were no pending 

Bankruptcy Case under any chapter or provisions of the Bankruptcy Code. Except as set forth in 

the Plan concerning objections to Claims, the Debtor may also settle or compromise any Claims 

without Court approval.

27. Non-Consensual – Discharge Under Section 1192. IN ACCORDANCE WITH 

SECTION 1192 OF THE BANKRUPTCY CODE, AS SOON AS PRACTICABLE AFTER 

COMPLETION BY THE DEBTOR OF ALL PAYMENTS DUE WITHIN THE FIRST THREE 

(3) YEARS OF THE PLAN, THE DEBTOR SHALL RECEIVE A DISCHARGE OF ALL 

DEBTS AS SET FORTH IN SECTION 1192, INCLUDING ALL DEBTS PROVIDED IN 

BANKRUPTCY CODE SECTION 1141(d)(1)(A) AND ALL OTHER DEBTS ALLOWED 

UNDER SECTION 503 OF THE BANKRUPTCY CODE AND PROVIDED FOR IN THE 

PLAN, EXCEPT ANY DEBT AS DESCRIBED IN SUBSECTIONS 1192(1) AND 1192(2). SEE

11 U.S.C. § 1192. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE PLAN OR 

IN ANY CONTRACT, INSTRUMENT, OR OTHER AGREEMENT OR DOCUMENT 
ORDER CONFIRMING MODIFIED FIRST AMENDED CHAPTER 11 PLAN 

OF REORGANIZATION OF GRAND FUSION HOUSEWARES, LLC Page 21

CREATED PURSUANT TO THE PLAN, THE DISTRIBUTIONS, RIGHTS, AND 

TREATMENT THAT ARE PROVIDED IN THE PLAN SHALL BE IN COMPLETE 

SATISFACTION, DISCHARGE, AND RELEASE, OF CLAIMS, INTERESTS, AND CAUSES 

OF ACTION OF ANY NATURE WHATSOEVER, INCLUDING ANY INTEREST ACCRUED 

ON CLAIMS OR INTERESTS FROM AND AFTER THE PETITION DATE, WHETHER 

KNOWN OR UNKNOWN, AGAINST, LIABILITIES OF, LIENS ON, OBLIGATIONS OF, 

RIGHTS AGAINST, AND INTERESTS IN, THE DEBTOR OR ANY OF ITS ASSETS OR 

PROPERTIES, REGARDLESS OF WHETHER ANY PROPERTY SHALL HAVE BEEN 

DISTRIBUTED OR RETAINED PURSUANT TO THE PLAN ON ACCOUNT OF SUCH 

CLAIMS AND INTERESTS, INCLUDING DEMANDS, LIABILITIES, AND CAUSES OF 

ACTION THAT AROSE BEFORE THE EFFECTIVE DATE, ANY LIABILITY (INCLUDING 

WITHDRAWAL LIABILITY) TO THE EXTENT SUCH CLAIMS OR INTERESTS RELATE 

TO SERVICES PERFORMED BY EMPLOYEES OF THE DEBTOR PRIOR TO THE 

EFFECTIVE DATE AND THAT ARISE FROM A TERMINATION OF EMPLOYMENT, ANY 

CONTINGENT OR NON CONTINGENT LIABILITY ON ACCOUNT OF 

REPRESENTATIONS OR WARRANTIES ISSUED ON OR BEFORE THE EFFECTIVE 

DATE, AND ALL DEBTS OF THE KIND SPECIFIED IN BANKRUPTCY CODE SECTIONS 

503, 502(G), 502(H), OR 502(I), IN EACH CASE WHETHER OR NOT: (1) A PROOF OF 

CLAIM BASED UPON SUCH DEBT OR RIGHT IS FILED OR DEEMED FILED PURSUANT 

TO SECTION BANKRUPTCY CODE 501; (2) A CLAIM OR INTEREST BASED UPON SUCH 

DEBT, RIGHT, OR INTEREST IS ALLOWED PURSUANT TO BANKRUPTCY CODE 

SECTION 502; OR (3) THE HOLDER OF SUCH A CLAIM OR INTEREST HAS ACCEPTED 

THE PLAN. THE CONFIRMATION ORDER SHALL BE A JUDICIAL DETERMINATION 
ORDER CONFIRMING MODIFIED FIRST AMENDED CHAPTER 11 PLAN 

OF REORGANIZATION OF GRAND FUSION HOUSEWARES, LLC Page 22

OF THE DISCHARGE OF ALL CLAIMS AND INTERESTS AGAINST THE DEBTOR 

SUBJECT TO THE OCCURRENCE OF THE EFFECTIVE DATE AND THE FINAL 

DISTRIBUTION DATE CONTEMPLATED UNDER THE PLAN. 

28. Order is Effective Immediately. The provisions of Bankruptcy Rules 3020(e), 

6004(h), 6006(d), and 7062, to the extent they might apply to stay any action authorized or directed 

by this Order, and any other rule that would otherwise stay the implementation or effectiveness of 

this Order and/or any related judgment are hereby deemed inapplicable or waived so that 

implementation the Plan and payment to creditors may commence immediately upon entry of this 

Order.

### END OF ORDER ###

Respectfully submitted by:

Bryan C. Assink

Texas State Bar No. 24089009

BONDS ELLIS EPPICH SCHAFER JONES LLP

420 Throckmorton Street, Suite 1000

Fort Worth, TX 76102

(817) 405-6900 Telephone

(817) 405-6902 Facsimile

Email: bryan.assink@bondsellis.com

COUNSEL FOR DEBTOR

AND DEBTOR IN POSSESSION