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Exhibit 99.1

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

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FINDINGS OF FACT, CONCLUSIONS OF LAW,

AND ORDER CONFIRMING THE FIFTH AMENDED JOINT

CHAPTER 11 PLAN OF REORGANIZATION OF CENTRIC BRANDS INC. AND ITS

DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

WHEREAS Centric Brands Inc. (“Centric Brands”) and its affiliated debtors and debtors in possession (each, a “Debtor” and collectively, the “Debtors”) in the above-captioned chapter 11 cases, have, among other things:²

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Chapter 11 of the Bankruptcy Code [Docket No. 118], which disclosure statement and related documents were subsequently amended, and (ii) the Joint Chapter 11 Plan of Reorganization of Centric Brands Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 119], which plan and related documents were subsequently amended;

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(III) Granting Related Relief [Docket No. 381] (the “Assumption Procedures Motion”);

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(ix) the New Management Agreement Summary; (x) the Management Incentive Plan Summary; (xi) the form of the Exit Credit Facility Agreement; and (xii) a Term Sheet Summary of Exit Securitization Facility Documents (together and as amended or supplemented thereafter, the “Plan Supplement”);

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AND WHEREAS, this Court has:

NOW, THEREFORE, the Court having found that notice of the Confirmation Hearing and the opportunity for any party in interest to object to Confirmation has been adequate and appropriate as to all parties affected or to be affected by the Plan and the transactions contemplated thereby, and that the legal and factual bases set forth in the documents filed in support of

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Confirmation and all evidence proffered or adduced by counsel at the Confirmation Hearing establish just cause for the relief granted herein; and after due deliberation thereon and good cause appearing therefor, the Court hereby makes and issues the following Findings of Fact and Conclusions of Law and Orders:

I.FINDINGS OF FACT AND CONCLUSIONS OF LAW

IT IS HEREBY DETERMINED FOUND, ADJUDGED, DECREED, AND ORDERED THAT:

1.The findings and conclusions set forth herein and on the record of the Confirmation Hearing constitute the Court’s findings of fact and conclusions of law pursuant to Federal Rule of Bankruptcy Procedure (the “Bankruptcy Rules”) 7052, made applicable to this proceeding by Bankruptcy Rule 9014.  To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such.  To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

2.The Court has jurisdiction over the chapter 11 cases pursuant to 28 U.S.C. § 1334.  Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. § 157(b), and the Court has the jurisdiction to enter a Final Order determining that the Plan complies with the applicable provisions of the Bankruptcy Code and applicable law and should be confirmed and approved.  Venue is proper before the Court pursuant to 28 U.S.C. § 1408.

3.The Debtors are entities eligible for relief under section 109 of the Bankruptcy Code.

4.The Court takes judicial notice of (and deems admitted into evidence for Confirmation) the docket of the chapter 11 cases maintained by the Clerk of the Court or its duly

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appointed agent, including all pleadings and other documents filed, all orders entered, all hearing transcripts, and all evidence and arguments made, proffered or adduced at, the hearings held before the Court during the pendency of the chapter 11 cases, including, without limitation, the hearing to consider the adequacy of the Disclosure Statement and the Confirmation Hearing.  Any resolutions of any objections explained on the record at the Confirmation Hearing are incorporated herein by reference.

5.The Plan, the Disclosure Statement, the Disclosure Statement Order, the ballots for voting on the Plan (the “Ballots”), the Confirmation Hearing Notice, the Non-Voting Status Notices including the Third Party Release (defined herein) opt-out or opt-in (as applicable) contained therein, the Debtors’ Cover Letter, the Committee Letter, and the other materials distributed by the Debtors in connection with Confirmation of the Plan (collectively, the  “Confirmation Materials”) were transmitted and served in compliance with the Bankruptcy Rules, including Bankruptcy Rules 3017 and 3018, with the Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”), and with the procedures set forth in the Disclosure Statement Order.  Notice of the Confirmation Hearing was appropriate, sufficient and satisfactory based upon the circumstances of the chapter 11 cases.  The transmittal and service of the Confirmation Materials complied with the approved Solicitation Procedures, were appropriate and satisfactory based upon the circumstances of the chapter 11 cases, were conducted in good faith, and were in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable rules, laws, and regulations.  Additionally, in accordance with the Disclosure Statement Order, the Debtors timely published the Notice of the Confirmation Hearing in the national edition of The New York Times.  Because such transmittal and service were adequate and sufficient, no other or further notice is necessary or shall be required.

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6.On September 10, 2020, the Notice and Claims Agent filed the Voting Certification.  As evidenced thereby, votes to accept or reject the Plan have been solicited and tabulated fairly, in good faith, and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules, the Solicitation Procedures, and the Local Rules.

7.Based on the record before the Court in the chapter 11 cases, (a) each Debtor and such Debtor’s current and former directors, managers, officers, predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives and other professionals, each solely in their capacity as such; (b) the Consenting Creditors; (c) the DIP Lenders; (d) the lenders that provided the 2020 Term Loans; (e) the DIP Agents; (f) First Lien Agents; (g) the Second Lien Agent; (h) PNC and each other party from time to time party to the PNC Sale Agreement Documents; (i) PNC in its capacity as letter of credit bank under the L/C Facility; (j) the Exit Financing Agents; (k) the Exit Financing Lenders; (l) the Specified Equity Holders; (m) the Committee; (n) each member of the Committee, solely in its capacity as such; and (o) with respect to each of the foregoing clauses (b) through (n), each such entity’s current and former Affiliates, and such entities’ and their current and former Affiliates’ current and former directors, managers, officers, control persons, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, participants, managed accounts or funds, fund advisors, predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, investment managers, and other professionals, each solely in their capacity as such, have acted in “good faith” within the meaning

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of section 1125(e) of the Bankruptcy Code and in compliance with the applicable provisions of the Solicitation Procedures, the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules in connection with all of their respective activities relating to the offer, issuance, sale, solicitation, and/or purchase of the securities offered, issued, sold, solicited, and/or purchased under the Plan, their participation in the chapter 11 cases, and the activities described in section 1125 of the Bankruptcy Code and therefore are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code.

8.The filing and notice of the Plan Supplement, and any modifications or supplements thereto, were proper and in accordance with the Plan, the Bankruptcy Code, the Bankruptcy Rules, and the Disclosure Statement Order, and no other or further notice is or shall be required.

9.Pursuant to section 1127 of the Bankruptcy Code, any modifications to the Prior Plan since the commencement of solicitation, as described or set forth herein or at the Confirmation Hearing, in the Plan Supplement or in the Plan, as currently on-file with the Court, constitute technical changes or changes with respect to particular Claims made pursuant to the agreement of the Holders of such Claims and do not materially or adversely affect or change the treatment of any other Claims or Interests.  Pursuant to Bankruptcy Rule 3019, these modifications do not require additional disclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section 1126 of the Bankruptcy Code, nor do they require that the Holders of Claims or Interests be afforded an opportunity to change previously cast acceptances or rejections of the Plan.

10.This Confirmation Order contains or results in modifications to the Plan that were made to address objections and informal comments received from various parties-in-interest.

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Modifications to the Plan since the entry of the Disclosure Statement Order are consistent with the provisions of the Bankruptcy Code.  The disclosure of any Plan modifications prior to or on the record at the Confirmation Hearing constitutes due and sufficient notice of any and all Plan modifications.  The Plan as modified shall constitute the Plan submitted for Confirmation.

11.To the extent that any objections, reservations of rights, statements, or joinders to Confirmation have not been resolved, withdrawn, waived, adjourned, or settled prior to entry of this Confirmation Order or otherwise resolved herein or as stated on the record of the Confirmation Hearing, they are hereby overruled on the merits based on the record before this Court.

12.The Debtors, as the proponents of the Plan, have met their burden of proving the elements of the applicable sections 1129(a) and (b) of the Bankruptcy Code by a preponderance of the evidence.

13.The Plan is dated and identifies the Debtors as the Plan proponents, thereby satisfying Bankruptcy Rule 3016(a).  The filing of the Disclosure Statement satisfied Bankruptcy Rule 3016(b).

14.The Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(1) of the Bankruptcy Code.

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applicable, 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 between Holders of Claims and Interests.  Thus, the Plan satisfies sections 1122 and 1123(a)(1) of the Bankruptcy Code.

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and reinstatement and unimpairment of other Classes identified in the Plan are in the best interests of the Debtors, the Estates, and all Holders of Claims and Interests, and are fair, equitable, and reasonable.

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the procedures set forth in Article V.C of the Plan, and applicable bankruptcy and nonbankruptcy law; provided, that, the Debtors’ rights under Article V of the Plan are preserved in their entirety, including the Debtors’ rights to change their decision to assume any Executory Contract or Unexpired Lease, unless an order of the Court expressly provides otherwise, including without limitation the Order Extending the Time Within Which the Debtors Must Assume or Reject Unexpired Leases of Nonresidential Real Property [Docket No. 580].The assumption of any Executory Contract or Unexpired Lease on the Assumed Amended Executory Contract and Amended Unexpired Lease Schedule will only be effective upon the Effective Date of the Plan.  As such, the Plan provides that the Debtors will cure, or provide adequate assurance that the Debtors will promptly cure, defaults with respect to assumed Executory Contracts and Unexpired Leases in compliance with section 365(b)(1) of the Bankruptcy Code.  Thus, the Plan complies with section 1123(d) of the Bankruptcy Code.

15.The Debtors have complied with the applicable provisions of the Bankruptcy Code, as required by section 1129(a)(2) of the Bankruptcy Code.  Specifically:

16.The Debtors have proposed the Plan (including the Plan Documents (defined herein) and all other documents necessary or appropriate to effectuate the Plan) in good faith and not by any means forbidden by law.  In determining that the Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing of the chapter 11 cases and the formulation of the Plan.  The Debtors’ good faith is evident from the facts and record of the chapter 11 cases, the Disclosure Statement, the Confirmation Declarations, and the record of the Confirmation Hearing.  The Plan was proposed with the legitimate and honest purpose of

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maximizing the value of the Debtors’ Estates and to effectuate a successful restructuring of the Debtors.  The Plan was the product of extensive negotiations conducted at arm’s length among the Debtors and their key stakeholders, including the parties to the Restructuring Support Agreement and the Committee.  Further, the Plan’s classification, indemnification, settlement, discharge, exculpation, release, and injunction provisions have been negotiated in good faith and at arm’s length, are consistent with sections 105, 1122, 1123(b)(6), 1129, and 1142 of the Bankruptcy Code, and are each necessary for the Debtors to implement the Global Settlement and consummate their value-maximizing Plan.  Accordingly, the requirements of section 1129(a)(3) of the Bankruptcy Code are satisfied.

17.Any payment made or to be made under the Plan for services or for costs and expenses in, or in connection with, the chapter 11 cases, or in connection with the Plan and incident to the chapter 11 cases, has been or will be disclosed to the Court, and any such payment made before the Confirmation of the Plan is reasonable, or is subject to the approval of the Court as reasonable, if it is to be fixed after Confirmation of the Plan, thereby satisfying section 1129(a)(4) of the Bankruptcy Code.

18.The Debtors have disclosed the identity and affiliations of all persons proposed to serve on the Reorganized Centric Board and the officers of the Reorganized Debtors at or prior to the Confirmation Hearing.

19.The Plan complies with section 1129(a)(5)(A)(ii) of the Bankruptcy Code because the appointment of the identified members of the Reorganized Centric Board and officers of the Reorganized Debtors is consistent with the interests of the creditors and equity security holders

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and with public policy.  Accordingly, the Debtors have satisfied section 1129(a)(5) of the Bankruptcy Code.

20.Section 1129(a)(6) of the Bankruptcy Code is not applicable to the chapter 11 cases.  The Plan proposes no rate change subject to the jurisdiction of any governmental regulatory commission.

21.Each Holder of an Impaired Claim or Interest either 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 Debtors were liquidated under chapter 7 of the Bankruptcy Code on such date.

22.The liquidation analysis attached as Exhibit D to the Disclosure Statement (the “Liquidation Analysis”) and the other evidence related thereto in support of the Plan that was proffered or adduced at or prior to the Confirmation Hearing or in the Sciametta Declaration (a) are reasonable, persuasive, credible, and accurate as of the dates such analyses or evidence was prepared, presented, or proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c) have not been controverted by other evidence; and (d) establish that Holders of Allowed Claims and Allowed Interests in every Class will recover as much or more under the Plan on account of such Claim or Interest, as of the Effective Date, than the amount such Holder would receive if the Debtors were liquidated under chapter 7 of the Bankruptcy Code.  Accordingly, the Plan satisfies the “best interest of creditors” test under section 1129(a)(7) of the Bankruptcy Code.

23.Classes 1 and 2 are Unimpaired by the Plan pursuant to section 1124 of the Bankruptcy Code and, accordingly, Holders of Claims in such Classes are conclusively presumed

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to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.  Classes 3, 4, 5, and 6 are Impaired by the Plan.  All Voting Subclasses for Classes 3 and 4 at each Debtor have voted to accept the Plan.  All Class 6 Voting Subclasses voted to accept the Plan other than the Class 6 Voting Subclass at Centric Denim USA, LLC (the “Class 6 Rejecting Subclass”).  No Holders of Claims in Class 5 submitted votes and Class 5 is therefore presumed to accept the Plan.  Classes 8 and 9 are deemed Impaired or Unimpaired by the Plan pursuant to section 1124 of the Bankruptcy Code and, accordingly, Holders of Claims in Classes 8 and 9 are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code or are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.  Holders of Claims in Classes 7 and 10 (if any) will not receive or retain any property on account of their Claims and, accordingly, such Claims are Impaired and such Holders are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code (Classes 7 and 10 together with the Class 6 Rejecting Subclass, the “Rejecting Classes”).  Accordingly, the Plan satisfies the requirements of section 1129(a)(8) of the Bankruptcy Code as to all Debtors.

24.The treatment of Administrative Claims, Professional Fee Claims, DIP Claims, PNC Securitization Facility Claims, L/C Facility Claims, Other Secured Claims, Priority Tax Claims, and Other Priority Claims pursuant to Articles II and III of the Plan satisfies the requirements of, and complies in all respects with, section 1129(a)(9) of the Bankruptcy Code.  Accordingly, the Debtors have satisfied the requirements of section 1129(a)(9) of the Bankruptcy Code.

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25.Claims in Classes 3, 4, 5, and 6 are Impaired and entitled to vote under the Plan.  As established by the Voting Certification: (a) all Voting Subclasses for Classes 3 and 4 at each Debtor have voted to accept the Plan; (b) all Class 6 Voting Subclasses voted to accept the Plan other than the Class 6 Voting Subclass at Centric Denim USA, LLC; and (c) no Holders of Claims in Class 5 submitted votes.  Class 5 is therefore presumed to accept the Plan.  Accordingly, the Plan satisfies section 1129(a)(10) of the Bankruptcy Code.

26.The Plan satisfies the requirements of section 1129(a)(11) of the Bankruptcy Code.  The evidence supporting the feasibility of the Plan proffered or adduced by the Debtors at or before the Confirmation Hearing, including the financial projections set forth in Exhibit E to the Disclosure Statement and the Confirmation Declarations (a) is reasonable, persuasive, credible, and accurate as of the dates such evidence was prepared, presented, and/or proffered; (b) utilizes reasonable and appropriate methodologies and assumptions; (c) has not been controverted by other evidence; (d) establishes that the Plan is feasible and Confirmation is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors or the Reorganized Debtors, as applicable; and (e) establishes the Debtors or the Reorganized Debtors, as applicable, will have access to sufficient funds and financial resources, which will enable them to meet their obligations under the Plan.

27.As set forth in Article II.G of the Plan, all fees payable pursuant to 28 U.S.C. § 1930(a), together with any interest thereon pursuant to 31 U.S.C. § 3717, shall be paid for each quarter (including any fraction thereof) until the entry of a final decree, the cases are converted to cases under chapter 7 of the Bankruptcy Code or the cases are dismissed, whichever occurs first,

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by the Debtors or the Reorganized Debtors, as applicable.  Accordingly, the Plan satisfies the requirements of section 1129(a)(12) of the Bankruptcy Code.

28.As set forth in Article IV.R.2 of the Plan, from and after the Effective Date, all “retiree benefits” (as such term is defined in section 1114 of the Bankruptcy Code), if any shall continue to be paid in accordance with applicable law.  Accordingly, the requirements of section 1129(a)(13) of the Bankruptcy Code have been satisfied.

29.Sections 1129(a)(14), 1129(a)(15), and 1129(a)(16) of the Bankruptcy Code do not apply to the chapter 11 cases.  The Debtors owe no domestic support obligations, are not individuals, and are moneyed, business, or commercial corporations or trusts.

30.The Plan may be confirmed pursuant to section 1129(b) of the Bankruptcy Code notwithstanding that the requirements of section 1129(a)(8) have not been met, because the Debtors have demonstrated by a preponderance of the evidence that the Plan (a) satisfies all of the other requirements of section 1129(a) of the Bankruptcy Code and (b) does not “discriminate unfairly” and is “fair and equitable” with respect to the Rejecting Classes.

31.The Plan does not “discriminate unfairly” against any Holders of Claims and Interests in the Rejecting Classes.  The treatment of such Holders is proper because all similarly situated Holders of Claims and Interests will receive substantially similar treatment, and the Debtors have a valid rationale, including for the rationales articulated in the Confirmation Brief, for the Plan’s classification scheme and the disparate treatment, if any, provided for different Classes.

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32.The Plan is also “fair and equitable” with respect to each Rejecting Class because (i) no Interests or Claims junior to the Claims or Interests of the Rejecting Classes will receive or retain any property under the Plan on account of such junior Interests or Claims and (ii) no holder of a Claim senior to the respective Rejecting Classes is receiving more than equal value on account of its Claim.

33.The Plan, therefore, satisfies the requirements of section 1129(b) of the Bankruptcy Code and may be confirmed despite the fact that not all Impaired Classes have voted to accept the Plan.

34.The Plan is the only plan confirmed and therefore satisfies section 1129(c) of the Bankruptcy Code.

35.The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act of 1933, and there has been no filing by any Governmental Unit asserting any such attempted avoidance.  The Plan, therefore, satisfies section 1129(d) of the Bankruptcy Code.

36.None of the chapter 11 cases are small business cases, as that term is defined in the Bankruptcy Code, and accordingly, section 1129(e) of the Bankruptcy Code is inapplicable in the chapter 11 cases.

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

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38.The valuation analysis attached as Exhibit C to the Disclosure Statement (the “Valuation Analysis”) and the evidence adduced at the Confirmation Hearing and in the Baird Declaration, including the estimated post-emergence enterprise value of the Reorganized Debtors, are reasonable and credible.  All parties in interest have been given the opportunity to challenge the Valuation Analysis.  The Valuation Analysis is reasonable, persuasive, and credible as of the date such analysis was prepared, presented, or proffered, and uses reasonable and appropriate methodologies and assumptions.

39.The terms of the Plan, including, without limitation, the Plan Supplement, and all exhibits and schedules thereto, and all other documents filed in connection with the Plan, or executed or to be executed in connection with the transactions contemplated by the Plan and the Plan Supplement, including the Restructuring Transactions, the Exit Facilities Documents, and all amendments and modifications of any of the foregoing made pursuant to the provisions of the Plan governing such amendments and modifications (collectively, the “Plan Documents”) are incorporated by reference, are approved in all respects, and constitute an integral part of this Confirmation Order.

40.The Plan and the Plan Documents have been negotiated in good faith and at arm’s length and, subject to the occurrence of the Effective Date, shall bind any Holder of a Claim or Interest and such Holder’s respective successors and assigns, whether or not the Claim or Interest is Impaired under the Plan, whether or not such Holder has accepted the Plan, and whether or not such Holder is entitled to a distribution under the Plan.  The Plan and the Plan Documents constitute legal, valid, binding, and authorized obligations of the respective parties thereto and

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shall be enforceable in accordance with their terms.  Pursuant to section 1142(a) of the Bankruptcy Code, the Plan and the Plan Documents shall apply and be enforceable notwithstanding any otherwise applicable non-bankruptcy law.

41.Except as otherwise provided in the Plan, the Plan Documents or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement (including, without limitation, the Released Causes of Action Schedule), on the Effective Date, all property in each Estate, all Causes of Action, all Executory Contracts and Unexpired Leases assumed by any of the Debtors, and any property acquired by any of the Debtors, including Interests held by the Debtors in non-Debtor subsidiaries, shall, pursuant to the Plan, vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances unless expressly provided by the Plan or Confirmation Order.  On and after the Effective Date, except as otherwise provided in the Plan, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property, and compromise or settle any Claims, Interests, or Causes of Action, without supervision or approval by the Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

42.The appointment of the Creditors’ Oversight Administrator is an integral component of the Plan and is in the best interests of the Debtors, the Debtors’ Estates, and creditors.

43.The Debtors have exercised sound business judgment in determining whether to reject, assume, or assume and assign each of their Executory Contracts and Unexpired Leases pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, Article V of the Plan, and as set forth in the Plan Supplement.  Except as set forth herein or in separate orders entered by the Court relating to assumption of Executory Contracts or Unexpired Leases, consistent with the

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Assumption Procedures Order and Plan Supplement, the Debtors set assumption amounts pursuant to the Assumption Procedures Order and Plan Supplement, have cured or provided adequate assurances that the Debtors or the Reorganized Debtors will cure defaults (if any) under or relating to each Executory Contract or Unexpired Lease assumed under the Plan.

44.The Court has jurisdiction under sections 1334(a) and (b) of title 28 of the United States Code to approve the discharge, compromises, settlements, releases, exculpations, and injunctions set forth herein and in Article VIII of the Plan.  Sections 105(a) and 1123(b) of the Bankruptcy Code permit the issuance of the injunctions and approval of the releases, exculpations, and injunctions set forth herein and in Article VIII of the Plan.  Based upon the record of the chapter 11 cases and the evidence proffered or adduced at the Confirmation Hearing, the Court finds that the discharge, compromises, settlements, releases, exculpations, and injunctions set forth herein and in Article VIII of the Plan are consistent with the Bankruptcy Code and applicable law.  Further, the discharge, compromises, settlements, releases, exculpations, and injunctions contained herein and in Article VIII of the Plan are integral components of the Plan.  The discharge, compromises, settlements, releases, exculpations, and injunctions set forth herein and in Article VIII of the Plan are hereby approved and authorized in their entirety.

45.The Special Committee concluded that there were no colorable claims against any Released Party, including against Tengram or the Tengram Directors.  Tengram and the Tengram Directors deny any wrongdoing or liability.  Notwithstanding the conclusions of the Special Committee, the Committee contends that claims may exist against Tengram and the Tengram Directors.  Based on these contentions, the relevant parties and the certain insurance carriers have

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negotiated a proposed settlement, incorporated into the Global Settlement and embodied in the Plan, pursuant to which $900,000 will be paid to the Claims Cash Pool in exchange for the releases set forth in the Plan.

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

47.The Debtor Release furthermore is an integral part of the Plan and the Global Settlement, and it is in the best interests of the Debtors’ Estates as a component of the comprehensive settlement implemented under the Plan.  The low probability of success in litigation with respect to the released Causes of Action supports the Debtor Release.  The Plan, including the Debtor Release, was negotiated before and after the Petition Date by sophisticated parties represented by able counsel and financial advisors.  The Debtor Release is therefore the result of an arm’s-length negotiation process.

48.The Debtor Release appropriately offers protection to parties that participated in the Debtors’ restructuring process.  Specifically, the Released Parties under the Plan made significant concessions and contributions to the chapter 11 cases, including, as applicable, providing postpetition financing, providing exit financing, actively supporting the Plan and the chapter 11 cases, and waiving substantial rights and Claims against the Debtors under the Plan.  The Debtor Release for the Debtors’ directors and officers, as applicable, is appropriate because

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the Debtors’ directors and officers share an identity of interest with the Debtors, supported the Plan and the chapter 11 cases, actively participated in meetings, negotiations, and implementation during the chapter 11 cases, and have provided other valuable consideration to the Debtors to facilitate the Debtors’ reorganization.

49.The scope of the Debtor Release is appropriately tailored to the facts and circumstances of the chapter 11 cases.  In light of, among other things, the value provided by the Released Parties to the Debtors’ Estates and the critical nature of the Debtor Release to the Plan and the Global Settlement, the Debtor Release is appropriate.

50.The release by the Releasing Parties (the “Third Party Release”), set forth in Article VIII.D of the Plan, is an essential provision of the Plan.  The Third Party Release is: (a) consensual; (b) essential to the Plan and the Global Settlement; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-faith settlement and compromise of the Claims and Causes of Action released by the Third Party Release; (e) materially beneficial to, and in the best interests of, the Debtors, their Estates and their stakeholders, and important to the overall objectives of the Plan; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for a hearing; (h) a bar to any of the Releasing Parties asserting any Claim or Cause of Action released pursuant to the Third Party Release against any of the Released Parties; and (i) consistent with sections 105, 524, 1123, 1129, and 1141 and other applicable provisions of the Bankruptcy Code.

51.The Third Party Release is an integral part of the Plan and the Global Settlement.  Like the Debtor Release, the Third Party Release facilitated participation in both the Plan and the Debtors’ chapter 11 process generally.  The Third Party Release was instrumental in developing a Plan and reaching the Global Settlement that maximizes value for all of the Debtors’ stakeholders,

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and it was critical in incentivizing the parties to support the Plan and the Global Settlement and in preventing potentially significant and time-consuming litigation regarding the parties’ respective rights and interests.  As such, the Third Party Release appropriately offers certain protections to parties who constructively participated in the Debtors’ restructuring process by, among other things, supporting the Plan and the Global Settlement.  The Third Party Release is appropriate under controlling law.

52.The scope of the Third Party Release is appropriately tailored to the facts and circumstances of the chapter 11 cases, and parties in interest received due and adequate notice of the Third Party Release.  Among other things, the Plan, the Plan Supplement and Disclosure Statement provide appropriate and specific disclosure and notice with respect to the Claims and Causes of Action that are subject to the Third Party Release, as well as the opportunity to opt out of or opt in to, as applicable, the Release, and no other disclosure or notice is necessary.  The Third Party Release is specific in language, integral to the Plan, and given for adequate consideration.  In light of, among other things, the value provided by the Released Parties to the Debtors’ Estates and the critical nature of the Third Party Release to the Plan and the Global Settlement, the Third Party Release is appropriate.

53.The exculpation provisions set forth herein and in Article VIII.E of the Plan were proposed in good faith and are essential to the Plan and the Global Settlement.  The record in the chapter 11 cases fully supports the exculpation provisions, and such provisions are appropriately tailored to protect the Exculpated Parties from inappropriate litigation and to exclude actions determined by Final Order to have constituted actual fraud, willful misconduct, or gross negligence.

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54.The injunction provisions set forth herein and in Article VIII.F of the Plan (a) are essential to the Plan and the Global Settlement; (b) are necessary to preserve and enforce the discharge and releases set forth in Articles VIII.B, VIII.C, and VIII.D of the Plan, the exculpation provisions in Article VIII.E of the Plan, and the compromises and settlements implemented under the Plan and the Global Settlement; and (c) are appropriately tailored to achieve that purpose.

55.The injunction provisions set forth herein and in Article VIII.F of the Plan (a) are within the jurisdiction of this Court under 28 U.S.C. §§ 1334(a), 1334(b), and 1334(d); (b) are an essential means of implementing the Plan pursuant to section 1123(a)(5) of the Bankruptcy Code; (c) are an integral element of the transactions incorporated into the Plan and the Global Settlement; (d) confer material benefits on, and are in the best interests of, the Debtors, the Estates, and their creditors and other stakeholders; (e) are important to the overall objectives of the Plan and the Global Settlement, the intent of which is to finally resolve all Claims or Causes of Action among or against the parties in interest in the chapter 11 cases with respect to the Debtors; and (f) are consistent with sections 105, 1123, and 1129 of the Bankruptcy Code, other provisions of the Bankruptcy Code, and other applicable law.  The record of the Confirmation Hearing and the chapter 11 cases is sufficient to support the injunction provisions set forth herein and in Article VIII.F of the Plan.

56.Except as otherwise provided in any of the Plan Documents, the 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, but not limited to, the matters set forth in Article XI of the Plan.

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BASED ON THE FOREGOING, IT IS HEREBY ORDERED THAT:

57.The Plan, together with the other Plan Documents, shall be, and hereby are, confirmed under section 1129 of the Bankruptcy Code.  The terms of the Plan Documents are incorporated by reference into, and are an integral part of, the Plan and this Confirmation Order and are authorized and approved, and the Debtors are authorized to implement their provisions and consummate the Plan, including taking all actions necessary, advisable, or appropriate to finalize the Plan Documents and to effectuate the Plan and the Restructuring Transactions, without any further authorization except as may be expressly required by the Plan or this Confirmation Order.

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

59.The failure to specifically describe or include any particular provision of the Plan or the Plan Documents in this Confirmation Order shall not diminish or impair the effectiveness of such provision, and such provision shall have the same validity, binding effects, and enforceability as every other provision of the Plan and the Plan Documents.

60.In accordance with section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, all Holders of Claims and Interests who voted to accept the Plan or who are conclusively

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presumed to have accepted the Plan are deemed to accept the Plan, subject to modifications, if any. No Holder of a Claim or Interest shall be permitted to change its vote as a consequence of the Plan modifications.  All modifications to the Plan made after the Solicitation Date are hereby approved, pursuant to section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019.

61.General Authorization.  The transactions described in the Plan, the Restructuring Support Agreement, the Plan Documents, and this Confirmation Order, including the Restructuring Transactions, are hereby approved.  Whether prior to, on or after the Effective Date, as applicable, and without any further order of the Court, other authority, or corporate action, the Debtors or the Reorganized Debtors, as applicable, and their respective directors, managers, officers, employees, members, agents, attorneys, financial advisors, and investment bankers, are authorized and empowered pursuant to section 1142(b) of the Bankruptcy Code and other applicable non-bankruptcy law to, and shall, (a) grant, issue, execute, deliver, file, or record any agreement, document, or security, and the documents contained in the Plan or the other Plan Documents (as modified, amended, and supplemented pursuant to the provisions of the Plan governing such modifications, amendments, and supplements), or any other documents related thereto and (b) take any action necessary, advisable, or appropriate to implement, effectuate, and consummate the Plan, the Plan Documents, or this Confirmation Order, in accordance with their terms.

62.All such actions taken or caused to be taken shall be deemed to have been authorized and approved by the Court without further approval, act, or action under any applicable law, order, rule, or regulation, including, among other things, (a) all transfers of assets that are to occur pursuant to the Plan, the Plan Documents, or this Confirmation Order; (b) the incurrence of all obligations contemplated by the Plan, the Plan Documents, or this Confirmation Order and the

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making of all distributions under the Plan, the Plan Documents, or this Confirmation Order; and (c) entering into any and all transactions, contracts, leases, instruments, releases, and other documents and arrangements permitted by applicable law, order, rule, or regulation.  The approvals and authorizations specifically set forth in this Confirmation Order are nonexclusive and are not intended to limit the authority of the Debtors or the Reorganized Debtors, or any officer or director thereof to take any and all actions necessary or appropriate to implement, effectuate, and consummate any and all documents or transactions contemplated by the Plan or this Confirmation Order pursuant to section 1142(b) of the Bankruptcy Code.  Pursuant to section 1142 of the Bankruptcy Code, to the extent that, under applicable nonbankruptcy law or the rules of any stock exchange, any of the foregoing actions would otherwise require approval of the equity holders or directors (or any equivalent body) of the Debtors or the Reorganized Debtors, such approval shall be deemed to have occurred and shall be in effect from and after the Effective Date without any further action by the equity holders or directors (or any equivalent body) of the Debtors or the Reorganized Debtors.  On the Effective Date, or as soon thereafter as is practicable, the Debtors, or the Reorganized Debtors, as applicable, shall, if required, file any documents required to be filed in such jurisdictions so as to effectuate the provisions of the Plan.  Any or all documents contemplated herein shall be accepted by each of the respective filing offices and recorded, if required, in accordance with applicable law.  All counterparties to any documents described in this paragraph are hereby directed to execute such documents as may be required or provided by such documents, without any further order of the Court.

63.No Action.  Pursuant to section 1142(b) of the Bankruptcy Code and other applicable law, this Confirmation Order shall constitute authorization for the Debtors, or the Reorganized Debtors (or any agent on behalf of parties entitled to receive Reorganized Centric

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Equity Interests), as applicable, to enter into, execute, deliver, file, adopt, amend, restate, consummate, or effectuate, as the case may be, the Plan, the Plan Documents, this Confirmation Order, and any contract, instrument, or other document to be executed, delivered, adopted, or amended in connection with the implementation of the Plan, the Plan Documents, or this Confirmation Order, and the respective directors, managers, stockholders, or members of the Debtors or the Reorganized Debtors shall not be required to take any actions in connection with the implementation of the Plan, the Plan Documents, or this Confirmation Order.

64.Effective as of entry of this Confirmation Order and subject to the occurrence of the Effective Date, the Plan, the Plan Documents, and this Confirmation Order shall bind any Holder of a Claim or Interest and such Holder’s respective successors and assigns, whether or not: (a) the Claim or Interest is Impaired under the Plan; (b) such Holder has accepted the Plan; (c) such Holder has failed to vote to accept or reject the Plan or voted to reject the Plan; (d) such Holder is entitled to a distribution under the Plan; (e) such Holder will receive or retain any property or interests in property under the Plan; and (f) such Holder has filed a Proof of Claim in the chapter 11 cases.  The Plan, the Plan Documents, and this Confirmation Order constitute legal, valid, binding, and authorized obligations of the respective parties thereto and shall be enforceable in accordance with their terms.  Pursuant to section 1142(a) of the Bankruptcy Code, the Plan, the Plan Documents, and this Confirmation Order shall apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law.

65.The terms of the Plan shall solely govern the classification of Claims and Interests for purposes of the distributions to be made thereunder.  The classifications set forth on the Ballots tendered to or returned by the Holders of Claims or Interests in connection with voting on the Plan:

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(a) were set forth on the Ballots solely for purposes of voting to accept or reject the Plan; (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims and Interests under the Plan for distribution purposes; (c) may not be relied upon by any Holder of a Claim or Interest as representing the actual classification of such Claim or Interest under the Plan for distribution purposes; and (d) shall not be binding on the Debtors except for voting purposes.  Subject to the terms and conditions of the Plan, all rights of the Debtors and the Reorganized Debtors, as applicable, to challenge, object to, or seek to reclassify Claims and Interests are expressly reserved.

66.Except as otherwise provided herein, upon the occurrence of the Effective Date, the terms of the Plan, the Plan Documents, and this Confirmation Order shall be immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and all Holders of Claims against or Interests in the Debtors (irrespective of whether their Claims or Interests are presumed to have accepted or deemed to have rejected the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges, and injunctions described in the Plan, each Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors or the Reorganized Debtors.

67.The Debtors or the Reorganized Debtors, as applicable, are authorized to implement and consummate the Restructuring Transactions (as may be modified, amended, and supplemented pursuant to the provisions of the Plan governing such modifications, amendments, and supplements) pursuant to the Plan, the Plan Documents, and this Confirmation Order, and are authorized to execute and deliver all necessary documents or agreements required to perform their obligations thereunder.  The Restructuring Transactions pursuant to the Plan and the Plan

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Documents are approved and authorized in all respects.  The Debtors or the Reorganized Debtors, as applicable, are authorized and directed, without the need for any future corporate action, to take all actions necessary, appropriate, or desirable to enter into, implement, and consummate the contracts, instruments, releases, agreements, or other documents created or executed in connection with the Plan, the Plan Documents, and the Restructuring Transactions.  In accordance with section 1142 of the Bankruptcy Code and applicable nonbankruptcy law, such actions may be taken without further action by stockholders, members, managers, directors, or partners.

68.All distributions pursuant to the Plan shall be made in accordance with Article VI of the Plan, and such methods of distribution are approved.  The Reorganized Debtors shall have no duty or obligation to make distributions to any Holder of an Allowed Claim unless and until such Holder executes and delivers, in a form acceptable to the Reorganized Debtors, any and all documents applicable to such distributions in accordance with Article VI of the Plan.

69.All shares or units of Reorganized Centric Equity Interests issued under the Plan will be issued without registration under the Securities Act or any similar federal, state, or local law in reliance upon section 1145 of the Bankruptcy Code.  All shares or units of Reorganized Centric Equity Interests issued under the Plan in reliance upon section 1145 of the Bankruptcy Code are exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any other applicable U.S. state or local law requiring registration prior to or in connection with the offering, issuance, distribution, or sale of Securities.  The Reorganized Centric Equity Interests issued pursuant to section 1145 of the Bankruptcy Code: are not “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, and are freely tradable and transferable by any holder thereof that (a) is not an “affiliate” of the Reorganized Debtors as

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defined in Rule 144(a)(1) under the Securities Act, (b) has not been such an “affiliate” within ninety (90) days of such transfer, (c) has not acquired the Reorganized Centric Equity Interests from an “affiliate” within one year of such transfer, and (d) is not an entity that is an “underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code.  All of the Reorganized Centric Equity Interests issued to Holders of First Lien Term Loan Claims and Holders of Second Lien Secured Claims (as applicable), in each case in exchange for such Claims, shall be issued in reliance on section 1145 of the Bankruptcy Code, as applicable under the Plan.

70.To the extent that the retention by the Debtors or the Reorganized Debtors of assets held immediately prior to emergence in accordance with the Plan is deemed, in any instance, to constitute a “transfer” of property, such transfer of property to the Debtors or the Reorganized Debtors (a) is or shall be a legal, valid, and effective transfer of property; (b) vests or shall vest the Debtors or the Reorganized Debtors with good title to such property, free and clear of all Liens, charges, Claims, encumbrances, or interests, except as expressly provided in the Plan, the other Plan Documents or this Confirmation Order; (c) does not and shall not constitute an avoidable transfer under the Bankruptcy Code or under applicable non-bankruptcy law; and (d) does not and shall not subject the Debtors or the Reorganized Debtors to any liability by reason of such transfer under the Bankruptcy Code or under applicable non-bankruptcy law, including by laws affecting successor or transferee liability.

71.The appointment of the Creditors’ Oversight Administrator in accordance with Article IV.O of the Plan is hereby approved.

72.The Creditors’ Oversight Administrator shall have all rights, powers, duties, and protections afforded to the Creditors’ Oversight Administrator under the Plan.  Upon the resolution

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of all disputed General Unsecured Claims, the Creditors’ Oversight Administrator shall be released and discharged of and from further authority, duties, responsibilities and obligations relating to and arising from and in connection with the Chapter 11 Cases.

73.The assumption (or assumption and assignment) of the Executory Contracts and Unexpired Leases listed in the Assumed Executory Contract and Unexpired Lease Schedule is hereby authorized.  The assumption (or assumption and assignment) of the Executory Contracts and Unexpired Leases listed on Exhibit B of the Plan Supplement (the “Assumed Amended Executory Contracts and Amended Unexpired Leases Schedule”) is hereby authorized.  Rejection of the Executory Contracts and Unexpired Leases on Exhibit C of the Plan Supplement (the “Rejected Executory Contract and Unexpired Lease Schedule”) is hereby authorized.

74.Unless an Executory Contract or Unexpired Lease (a) is identified on the Assumed Executory Contracts and Unexpired Leases Schedule or the Assumed Amended Executory Contracts and Amended Unexpired Leases Schedule; (b) was previously rejected by a Final Order; (c) was previously assumed by a Final Order; (d) is the subject of a motion to assume Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (e) is subject to a motion to assume or reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such assumption or rejection is after the Effective Date, such Executory Contract or Unexpired Lease shall be deemed to have been rejected by the applicable Debtor.

75.To the extent any provision in any Executory Contract or Unexpired Lease assumed pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption of such Executory Contract or Unexpired Lease (including, without limitation, any “change of control”, “assignment”, or similar provision), then such provision shall be deemed modified or stricken such that the transactions contemplated by the Plan and the Plan

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Documents, including the Restructuring Transactions, shall not entitle the non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default, breach, violation or acceleration rights with respect thereto.  For the avoidance of doubt, no Restructuring Transaction shall be deemed to violate the terms of any assumed Unexpired Lease of non-residential real property or any other Executory Contract assumed in connection with the Plan.  Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors.

76.Any counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the proposed assumption, assumption and assignment, or cure amount related thereto (if any) will be deemed to have assented to such assumption, assumption and assignment, or cure amount.

77.Subject to the Debtors’ cure obligations, if any, under section 365 of the Bankruptcy Code, the assumption (or assumption and assignment) 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 any defaults concerning a provision restricting the change in control, composition of applicable governing bodies or ownership interest composition, or any other bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time prior to the date that the Debtors assume (or assume and assign) such Executory Contract or Unexpired Lease.  Subject to the Debtors’ cure obligations, if any, under section 365 of the Bankruptcy Code, any Proofs of Claim Filed with respect to an Executory Contract or Unexpired Lease that have been assumed shall be deemed disallowed and expunged, without further notice to or action, order, or approval of the Court.  Any disputed cure

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amount shall be determined in accordance with the procedures set forth in Articles V.C and V.D of the Plan, and applicable bankruptcy and non-bankruptcy law.

78.Proofs of Claim with respect to Claims against any Debtor arising from the rejection of Executory Contracts or Unexpired Leases, if any, must be filed with the Court within thirty (30) days after the date of entry of an order of the Court (including this Confirmation Order) approving such rejection.  Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not Filed within such time will be disallowed upon an order of the Court, forever barred from assertion, and shall not be enforceable against, as applicable, the Debtors, the Reorganized Debtors and the Estates, or property of the foregoing parties, without the need for any objection by the Debtors or the Reorganized Debtors, as applicable, or further notice to, or action, order, or approval of the 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, released, and discharged, and be subject to the permanent injunction set forth in Article VIII of the Plan, notwithstanding anything in the Schedules, if any, or a Proof of Claim to the contrary. 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.C.6 of the Plan.

79.With respect to any assumed Unexpired Lease of nonresidential real property, nothing in the Plan or in this Confirmation Order shall modify the Debtors’ or any assignee’s obligation, as applicable, to pay: (a) amounts owed under the assumed Unexpired Lease of non residential real property that are unbilled or not yet due as of the Confirmation Date, whether accruing prior to or after the effective date of assumption of such Unexpired Lease, such as for common area maintenance, insurance, taxes, and similar charges to the extent provided in the applicable Unexpired Lease being assumed; and any regular or periodic ordinary course year-end

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adjustments and reconciliations of such charges provided for under the terms of the Unexpired Lease, whether accruing prior to or after the effective date of assumption of such Unexpired Lease, as such charges become due in the ordinary course in accordance with the terms of the Unexpired Lease; (b) any percentage rent that may come due under the assumed Unexpired Lease of non-residential real property; (c) any other obligations, including indemnification obligations (if any) under such Unexpired Lease as they come due under the Unexpired Lease; (d) any unpaid cure amounts or post-assumption obligations under the assumed Unexpired Lease; and (e) any non-monetary defaults under the applicable Unexpired Lease to the extent required under 365(b)(1)(A).

80.Notwithstanding anything to the contrary contained in the Plan, and notwithstanding any of the releases, discharges, injunctions or waivers set forth in the Plan, nothing in the Plan or this Confirmation Order shall modify the rights, if any, of any counterparty to an Unexpired Lease of non-residential real property to assert any right of setoff or recoupment that such counterparty may have under applicable bankruptcy or non-bankruptcy law.

81.Notwithstanding anything to the contrary in this Confirmation Order, nothing in this Confirmation Order or the Plan shall modify or amend any Executory Contract or Unexpired Lease, any amendment thereof or any guaranty thereof that is being assumed pursuant to the Plan and this Confirmation Order that has been duly executed by any of the Debtors or the third party on or before the date of the entry of this Confirmation Order.

82.Notwithstanding anything to the contrary in the Plan or this Confirmation Order, nothing in the Plan or this Confirmation Order shall, in any way, impair, modify, affect, release, limit, or exonerate KR Hollywood, LLC’s claims, rights, and/or remedies against GBG USA Inc. (“GBG”), or any affiliate of GBG, under, arising from, or related to that certain Office Lease dated

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July 31, 2016, as amended, for certain premises located 1500 N. El Centro Avenue, Los Angeles, California.

83.Notwithstanding anything to the contrary in the Plan, the Restructuring Documents, or the Debtors’ Motion for Entry of an Order Pursuant to Sections 105(a) and 365 of the Bankruptcy Code (I) Setting Assumption Amounts for Certain Contracts; (II) Establishing Procedures Related Thereto; and (III) Granting Related Relief [Docket No. 381] and any document related thereto:

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automatic stay or the injunction set forth in Article VIII.F of the Plan to proceed with its claim, to the extent permitted under applicable law, and (C) all costs in relation to (II)(A) and (B); and (III) the Chubb Companies to cancel any Chubb Insurance Contracts and take, in their sole discretion, other actions relating to the Chubb Insurance Contracts (including setting off amounts due), to the extent permissible under applicable non-bankruptcy law, and in accordance with the terms of the Chubb Insurance Contracts.

For the avoidance of doubt, the foregoing shall resolve the Objection Of The Chubb Companies With Respect To Notice Of Proposed Assumption Amounts For Executory Contracts And Unexpired Leases [Docket No. 532] and Objection Of The Chubb Companies To The Third Amended Joint Chapter 11 Plan Of Reorganization Of Centric Brands Inc. And Its Debtor Affiliates Pursuant To Chapter 11 Of The Bankruptcy Code [Docket No. 586].

84.Subject to, and upon the occurrence of, the Effective Date, the Exit First Lien Revolving Loan Facility and the Exit First Lien Revolving Loan Facility Documents (including the transactions contemplated thereby and all actions to be taken, undertakings to be made, and obligations to be incurred by the Debtors or the Reorganized Debtors, as the case may be, in connection therewith, including, without limitation, the payment of all fees, indemnities, and expenses provided for therein or otherwise) and the granting of any Liens and security interests and entry into and filing of any mortgages in favor of the Exit First Lien Revolving Loan Facility Agent or the Exit First Lien Revolving Loan Lenders securing such obligations are (a) hereby approved; (b) shall constitute the legal, valid, and binding obligations of the Reorganized Debtors and shall be deemed to be valid, binding, and enforceable against the Debtors, the Reorganized Debtors, and the other parties to the Exit First Lien Revolving Loan Facility Documents in accordance with their terms, without any further corporate action required by the Debtors or the Reorganized Debtors, as the case may be; and (c) shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit First Lien Credit Agreement.

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85.Subject to, and upon the occurrence of, the Effective Date, and without further notice to any party, or further order or other approval of the Court, or further act or action under applicable law, regulation, order or rule, or the vote, consent, authorization or approval of any Person, the Debtors and the Reorganized Debtors, as the case may be, shall be and hereby are authorized to enter into and perform under the Exit First Lien Credit Agreement and to execute and deliver the Exit First Lien Credit Agreement and the Exit First Lien Revolving Loan Facility Documents.  This Confirmation Order shall constitute (a) approval of the Exit First Lien Credit Agreement and the Exit First Lien Revolving Loan Facility Documents, all transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein, and (b) authorization for the Reorganized Debtors to enter into and execute the Exit First Lien Credit Agreement and the Exit First Lien Revolving Loan Facility Documents.

86.The Exit First Lien Revolving Loan Facility Documents shall be deemed to have been entered into in good faith, for legitimate business purposes, are reasonable, shall not be subject to recharacterization or equitable subordination or avoidance for any purposes whatsoever and shall not constitute preferential transfers or fraudulent transfers (or voidable transactions) under the Bankruptcy Code or any other applicable nonbankruptcy law.  On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit First Lien Revolving Loan Facility Documents shall be legal, binding, and enforceable Liens on, and security interests in, the Collateral granted thereunder in accordance with the terms of the Exit First Lien Revolving Loan Facility Documents and shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the terms of the Exit First Lien Credit

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Agreement.  The Reorganized Debtors and the Persons granting such Liens and security interests are authorized to make all filings and recordings, and to obtain any governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and this Confirmation Order (it being understood that perfection shall occur automatically by virtue of this Confirmation Order, but subject to the occurrence of the Effective Date, and any such filings, recordings, approvals and consents shall not be required) and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties.  Notwithstanding anything to the contrary in this Confirmation Order or the Plan, the Court’s retention of jurisdiction shall not govern the enforcement of the Exit First Lien Revolving Loan Facility Documents or any other documents executed in connection with the Exit First Lien Revolving Loan Facility or any rights or remedies related thereto, such enforcement shall be dealt with in accordance with the provisions of the applicable Exit First Lien Revolving Loan Facility Document.

87.Subject to, and upon the occurrence of, the Effective Date, the Exit Securitization Facility and the Exit Securitization Facility Documents (and the other transactions contemplated thereby and all actions to be taken, undertakings to be made, and obligations to be incurred by the Debtors, the Reorganized Debtors or any other party to the Exit Securitization Facility Documents, as the case may be, in connection therewith, including, without limitation, the payment of all fees, indemnities, and expenses provided for therein or otherwise) and the granting of any Liens and security interests and entry into and filing of any mortgages in favor of the Exit Securitization Facility Agent securing such obligations are (a) hereby approved; (b) shall constitute the legal,

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valid, and binding obligations of the Reorganized Debtors and shall be deemed to be valid, binding, and enforceable against the Debtors, the Reorganized Debtors, or the other parties to the Exit Securitization Facility Documents in accordance with their terms, without any further corporate action required by the Debtors, the Reorganized Debtors or any other Person, as the case may be; and (c) shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit Securitization Facility.

88.Subject to, and upon the occurrence of, the Effective Date, and without further notice to any party, or further order or other approval of the Court, or further act or action under applicable law, regulation, order or rule, or the vote, consent, authorization or approval of any Person, the Debtors and the Reorganized Debtors, as the case may be, shall be and hereby are authorized to enter into and perform under the Exit Securitization Facility Documents and to execute and deliver the Exit Securitization Facility Documents.  This Confirmation Order shall constitute (a) approval of the Exit Securitization Facility Documents, all transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors  or any other Person in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein, and (b) authorization for the Reorganized Debtors to enter into and execute the Exit Securitization Facility Documents.

89.The Exit Securitization Facility Documents shall be deemed to have been entered into in good faith, for legitimate business purposes, are reasonable, shall not be subject to recharacterization or equitable subordination or avoidance for any purposes whatsoever and shall not constitute preferential transfers or fraudulent transfers (or voidable transactions) under the Bankruptcy Code or any other applicable nonbankruptcy law.  On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Securitization Facility

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Documents shall be legal, binding, and enforceable Liens on, and security interests in, the Collateral granted thereunder in accordance with the terms of the Exit Securitization Facility Documents and shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the terms of the Exit Securitization Facility Documents.  The Reorganized Debtors and the Persons granting such Liens and security interests are authorized to make all filings and recordings, and to obtain any governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and this Confirmation Order (it being understood that perfection shall occur automatically by virtue of this Confirmation Order, but subject to the occurrence of the Effective Date, and any such filings, recordings, approvals and consents shall not be required) and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties.  Notwithstanding anything to the contrary in this Confirmation Order or the Plan, the Court’s retention of jurisdiction shall not govern the enforcement of the Exit Securitization Facility Documents or any other documents executed in connection with the Exit Securitization Facility or any rights or remedies related thereto, such enforcement shall be dealt with in accordance with the provisions of the applicable Exit Securitization Facility Document.

90.Subject to, and upon the occurrence of, the Effective Date, the Exit First Lien Term Loan Facility and the Exit First Lien Term Loan Documents (including the transactions contemplated thereby and all actions to be taken, undertakings to be made, and obligations to be incurred by the Debtors or the Reorganized Debtors, as the case may be, in connection therewith, including, without limitation, the payment of all fees, indemnities, and expenses provided for

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therein or otherwise) and the granting of any Liens and security interests and entry into and filing of any mortgages in favor of the Exit First Lien Term Loan Agent or the Exit First Lien Term Loan Lenders securing such obligations are (a) hereby approved; (b) shall constitute the legal, valid, and binding obligations of the Reorganized Debtors and shall be deemed to be valid, binding, and enforceable against the Debtors, the Reorganized Debtors, and the other parties to the Exit First Lien Term Loan Documents in accordance with their terms, without any further corporate action required by the Debtors or the Reorganized Debtors, as the case may be; and (c) shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit First Lien Credit Agreement.

91.Subject to, and upon the occurrence of, the Effective Date, and without further notice to any party, or further order or other approval of the Court, or further act or action under applicable law, regulation, order or rule, or the vote, consent, authorization or approval of any Person, the Debtors and the Reorganized Debtors, as the case may be, shall be and hereby are authorized to enter into and perform under the Exit First Lien Credit Agreement and to execute and deliver the Exit First Lien Credit Agreement and the Exit First Lien Term Loan Documents.  This Confirmation Order shall constitute (a) approval of the Exit First Lien Credit Agreement and the Exit First Lien Term Loan Documents, all transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein, and (b) authorization for the Reorganized Debtors to enter into and execute the Exit First Lien Credit Agreement and the Exit First Lien Term Loan Documents.

92.Subject to, and upon the occurrence of, the Effective Date, the Exit First Lien Term Loan Documents, and any Liens and security interests in favor of the Exit First Lien Term Loan

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Agent or the Exit First Lien Term Loan Lenders securing the obligations of the Reorganized Debtors under the Exit First Lien Credit Agreement, shall constitute the legal, valid, and binding obligations of the Reorganized Debtors, and be enforceable in accordance with their respective terms.  The Exit First Lien Term Loan Documents shall be deemed to have been entered into in good faith, for legitimate business purposes, are reasonable, shall not be subject to recharacterization or equitable subordination or avoidance for any purposes whatsoever and shall not constitute preferential transfers or fraudulent transfers (or voidable transactions) under the Bankruptcy Code or any other applicable nonbankruptcy law.  On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit First Lien Term Loan Documents shall be legal, binding, and enforceable Liens on, and security interests in, the Collateral granted thereunder in accordance with the terms of the Exit First Lien Term Loan Documents and shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the terms of the Exit First Lien Credit Agreement.  The Reorganized Debtors and the Persons granting such Liens and security interests are authorized to make all filings and recordings, and to obtain any governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and this Confirmation Order (it being understood that perfection shall occur automatically by virtue of this Confirmation Order, but subject to the occurrence of the Effective Date, and any such filings, recordings, approvals and consents shall not be required) and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties.  Notwithstanding anything to the contrary in this Confirmation Order or

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the Plan, the Court’s retention of jurisdiction shall not govern the enforcement of the Exit First Lien Term Loan Documents or any other documents executed in connection with the Exit First Lien Term Loan Facility or any rights or remedies related thereto, such enforcement, rights and remedies shall be dealt with in accordance with the provisions of the applicable Exit First Lien Term Loan Document.

93.Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property pursuant to the Plan and this Confirmation Order shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, sales or use tax, mortgage recording tax, or other similar tax or governmental assessment, and upon entry of this Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents pursuant to such transfers of property without the payment of any such tax, recordation fee, or governmental assessment.

94.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, the Plan Documents, the Restructuring Transactions, or this Confirmation Order.

95.This Confirmation Order is, and shall be, binding upon and shall govern the acts of all persons or entities including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of deeds, registrars of deeds, administrative agencies, governmental

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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 instrument.  Each and every foreign, federal, state, and local government agency is hereby directed to accept any and all documents and instruments necessary, useful, advisable, or appropriate (including financing statements under the applicable uniform commercial code) to effectuate, implement, and consummate the transactions contemplated by the Plan and this Confirmation Order without payment of any stamp tax or similar tax imposed by state or local law.

96.In accordance with the provisions of the Plan and subject to Article VI.F of the Plan, to the extent applicable, the Distribution Agent, the Debtors and the Reorganized Debtors shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements.  The Debtors shall consult and cooperate with the Required Consenting Creditors in good faith to structure the Restructuring Transactions in a manner that will mitigate or eliminate any withholding obligations.  Notwithstanding any provision in the Plan to the contrary, the Distribution Agent, the Debtors and the Reorganized Debtors shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including (a) liquidating a portion of any distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, (b) withholding distributions pending receipt of information necessary to facilitate such distributions, or (c) establishing any other mechanisms they believe are reasonable and appropriate.

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97.Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, the Global Settlement as provided under the Plan in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan.  The entry of this Confirmation Order shall constitute the Court’s approval of the compromise or settlement of all such Claims, Interests, and controversies, as well as a finding by the Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and Holders of Claims and Interests and is fair, equitable, and within the range of reasonableness.

98.The Global Settlement (a) is a permitted means of implementing the Plan pursuant to section 1123(b) of the Bankruptcy Code; (b) is an integral element of the transactions incorporated into the Plan; (c) confers material benefits on, and are in the best interests of, the Debtors, the Estates, and their creditors; (d) is important to the overall objectives of the Plan to finally resolve all Claims among or against the parties in interest in the chapter 11 cases with respect to the Debtors; (e) is fair and equitable and represents a resolution within the range of reasonableness; and (f) is consistent with sections 105, 1123, and 1129 of the Bankruptcy Code, other provisions of the Bankruptcy Code, Bankruptcy Rule 9019, and other applicable law.  The Global Settlement as reflected in the Plan is therefore approved.

99.Notwithstanding anything else contained in the Plan or this Confirmation Order, Tengram and the Tengram Directors shall be Released Parties for all purposes under the Plan and any alleged claims or causes of action against any such parties shall be fully resolved and released upon payment of the Tengram Payment on the Effective Date, or as soon as practicable thereafter.

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100.Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan, this Confirmation Order, or in any contract, instrument, or other agreement or document created pursuant to the Plan, including the Plan Documents, the distributions, rights, and treatment that are provided in 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 Reorganized Debtors), Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services performed by employees of the Debtors 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 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

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Effective Date with respect to a Claim that is Unimpaired by the Plan.  This Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the occurrence of the Effective Date.

101.Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the distributions, releases, and other benefits provided pursuant to the Plan, the Plan is and shall be deemed a good-faith compromise and settlement of all Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of such Allowed Claim or Interest.

102.The entry of this Confirmation Order shall constitute the Court’s approval of the compromise or settlement of all such Claims, Interests, and controversies, as well as a finding by the Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and Holders of Claims and Interests and is fair, equitable, and reasonable.  The compromises, settlements, and releases described in the Plan shall be deemed nonseverable from each other and from all other terms of the Plan.  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 Court, after the Effective Date, the Reorganized Debtors may compromise and settle Claims against, and Interests in, the Debtors and their Estates and Causes of Action against other Entities.

103.Upon the Effective Date, except as otherwise provided by the Plan or this Confirmation Order, all ongoing litigation against the Debtors, including any contested matters in the chapter 11 cases pending as of the Confirmation Date, shall be deemed dismissed with prejudice.

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104.Notwithstanding anything to the contrary in the Plan or this Confirmation Order, nothing in the Plan or this Confirmation Order shall limit any rights excluded from section 1141 of the Bankruptcy Code relating to the Trademark Proceedings,⁴ or extinguish, alter, or otherwise affect in any manner Ueno-Shokai Co., Ltd.’s rights to pursue non-monetary relief in the Trademark Proceedings (or monetary relief arising after the Effective Date) and the pursuit of such rights are excepted from the discharge provisions of the Plan.

105.The releases, injunctions, exculpations, and related provisions set forth in Article VIII of the Plan are incorporated herein in their entirety, are hereby approved and authorized in all respects, are so ordered, and shall be immediately effective on the Effective Date without further order or action on the part of this Court or any other party.  Notwithstanding anything to the contrary in this Confirmation Order or the Plan, the release, discharge and injunction provisions of this Confirmation Order and the Plan shall not waive, discharge, release, impair or otherwise affect any debts or other obligations of any non-debtor Subsidiary of any Debtor, Reorganized Debtor, or any of their respective Estates to any Debtor, Reorganized Debtor, or any of their respective Estates.

106.Pursuant to Bankruptcy Rule 3020(c)(1), the following provisions of the Plan will be immediately effective on the Effective Date:

ARTICLE VIII SECTION F: 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 THAT HAVE HELD, HOLD, OR MAY HOLD CLAIMS OR INTERESTS THAT HAVE BEEN RELEASED PURSUANT TO THE PLAN, DISCHARGED PURSUANT TO

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THE PLAN, OR ARE SUBJECT TO EXCULPATION PURSUANT TO THE PLAN, ARE PERMANENTLY ENJOINED, FROM AND AFTER THE EFFECTIVE DATE, FROM TAKING ANY OF THE FOLLOWING ACTIONS AGAINST, AS APPLICABLE, THE DEBTORS, REORGANIZED DEBTORS, 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 OR INTERESTS; (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 OR INTERESTS; (C) CREATING, PERFECTING, OR ENFORCING ANY LIEN OR 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; (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 OR INTERESTS UNLESS SUCH ENTITY HAS EITHER (1) TIMELY FILED A PROOF OF CLAIM ASSERTING A RIGHT OF SETOFF, OR (2) TIMELY ASSERTED SUCH SETOFF RIGHT IN A DOCUMENT FILED WITH THE BANKRUPTCY COURT EXPLICITLY PRESERVING SUCH SETOFF, AND NOTWITHSTANDING AN INDICATION OF A CLAIM OR INTEREST OR OTHERWISE THAT SUCH ENTITY ASSERTS, HAS, OR INTENDS TO PRESERVE ANY RIGHT OF SETOFF PURSUANT TO APPLICABLE LAW OR OTHERWISE; AND (E) 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.

107.The injunction provisions set forth in Article VIII.F of the Plan are (a) essential to the Plan; (b) are necessary to preserve and enforce the releases set forth in Articles VIII.C and VIII.D of the Plan, the exculpation provisions in Article VIII.E of the Plan, and the compromises and settlements implemented under the Plan, including the Global Settlement; and (c) are narrowly tailored to achieve these purposes.

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108.The injunction provisions set forth in Article VIII.F the Plan: (a) are within the jurisdiction of this Court under 28 U.S.C. §§ 1334(a), 1334(b), and 1334(d); (b) are an essential means of implementing the Plan pursuant to section 1123(a)(5) of the Bankruptcy Code; (c) are an integral element of the transactions incorporated into the Plan; (d) confer material benefits on, and are in the best interests of, the Debtors, the Estates, and their creditors; (e) are important to the overall objectives of the Plan to finally resolve all Claims or Causes of Action among or against the parties in interest in the chapter 11 cases with respect to the Debtors; and (f) are consistent with sections 105, 1123, and 1129 of the Bankruptcy Code, other provisions of the Bankruptcy Code, and other applicable law.  The record of the Confirmation Hearing and the chapter 11 cases is sufficient to support the injunction provisions set forth in Article VIII.F the Plan.

109.Notwithstanding anything to the contrary in this Confirmation Order, the Plan, the Plan Supplement or the Disclosure Statement, nothing in the Confirmation Order, Plan, or Disclosure Statement shall: (a) affect or impair the rights of any Governmental Unit to assert setoff and recoupment and such rights are expressly preserved; (b) release, enjoin or discharge any non-Debtor from any claim, liability, suit or cause of action of the United States, except to the extent permitted by law, nor shall anything in the Confirmation Order, Plan, or Disclosure Statement enjoin the United States from bringing any claim, suit, cause of action or other proceeding against any non-Debtor for any liability whatsoever; and (c) affect or impair any rights or causes of action that the United States has or may have against any surety under any customs bond pursuant to applicable non-bankruptcy law, nor shall anything in the Confirmation Order, Plan, or Disclosure Statement preclude or prohibit the ability of the United States to make demand on, be paid by, or otherwise pursue any surety that is jointly and severally liable for any debt owed to the United States.  Notwithstanding the foregoing, the Debtors or the Reorganized Debtors, as applicable, and

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the United States reserve their respective rights and do not waive any rights regarding the claims asserted by the United States in the Debtors’ chapter 11 cases, including, but not limited to, the Debtors’ or the Reorganized Debtors’, as applicable,  right to challenge the amount and priority of such claims and the United States right to pursue and prosecute any claims.  For the avoidance of doubt, any liability or obligation that constitutes a “claim” under section 101(5) of the Bankruptcy Code shall be subject to discharge and treated in accordance with the terms and conditions of the Plan.

110.Moreover, nothing in this Confirmation Order or the Plan shall release or exculpate any non-debtor, including any Released Parties or Exculpated Parties, from any liability to any Governmental Unit, including but not limited to any liabilities arising under the Internal Revenue Code, the environmental laws, or the criminal laws against the Released Parties or Exculpated Parties, nor shall anything in this Confirmation Order or the Plan enjoin any Governmental Unit from bringing any claim, suit, action or other proceeding against any non-debtor for any liability to a Governmental Unit; provided, however, that this paragraph shall not (i) limit the scope of discharge granted to the Debtors under sections 524 and 1141 of the Bankruptcy Code; or (ii) diminish the scope of any exculpation to which any party, including the Exculpated Parties, is entitled under section 1125(e) of the Bankruptcy Code.

111.Nothing contained in the Plan or this Confirmation Order shall be deemed to determine the tax liability of any person or entity, including but not limited to the Debtors and the Reorganized Debtors, nor shall the Plan or this Confirmation Order be deemed to have determined the federal tax treatment of any item, distribution, or entity, including the federal tax consequences of the Plan, nor shall anything in the Plan or this Confirmation Order be deemed to have conferred

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jurisdiction upon the Court to make determinations as to federal tax liability and federal tax treatment except as provided under 11 U.S.C. § 505.

112.The Texas Comptroller of Public Accounts, Revenue Accounting Division (the “Texas Comptroller”) shall not be required to submit a request for payment of an Administrative Claim with respect to the payment of taxes pursuant to Section 503(b)(1)(D) of the Bankruptcy Code.

113.Notwithstanding anything to the contrary in this Confirmation Order or the Plan: (a) any ad valorem tax liabilities incurred by the Debtor for tax year 2020 shall be paid by the Reorganized Debtors in the ordinary course of business following the Effective Date as such tax debt becomes due and in the amounts billed in accordance with applicable non-bankruptcy law; (b) to the extent that the Texas Comptroller or the Texas Taxing Authorities⁵ (together, the “Taxing Authorities”) are entitled to Liens, such Liens shall be expressly retained in accordance with the Bankruptcy Code and applicable state law with respect to taxes payable under applicable state law to the Taxing Authorities in the ordinary course of business; and (c) to the extent the Taxing Authorities are entitled to Liens, such Taxing Authorities may assert such Lien or Liens in accordance with and subject to applicable non-bankruptcy law.  The Debtors’ and the Reorganized Debtors’ (as applicable) rights and defenses under non-bankruptcy law and the Bankruptcy Code with respect to the foregoing are fully preserved.  Taxes owing to the Taxing Authorities for tax

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year 2020 will be paid in the ordinary course and absent being paid when due are subject to the Taxing Authorities’ non-bankruptcy remedies under applicable state law.

114.Notwithstanding anything contained in the Plan or this Confirmation Order to the contrary, failure to make a payment due to the Texas Comptroller under the Plan, for an Allowed Claim that remains uncured for thirty (30) days after the issue date of written notice to the Reorganized Debtors and Reorganized Debtors’ counsel, shall allow the Texas Comptroller to (a) enforce the entire amount of its claim, (b) exercise all rights and remedies under applicable non-bankruptcy law, and (c) seek such relief as may be appropriate in this Bankruptcy Court; provided, however, that notwithstanding anything contained herein to the contrary, the Bankruptcy Court shall retain jurisdiction to determine the extent, priority, and allowance of the Texas Comptroller’s Claims.

115.To the extent that a Holder of an Allowed Priority Tax Claim or Class 2 Other Secured Claim is entitled to receive interest on such Claim after the Effective Date in accordance with sections 511 and 1129 of the Bankruptcy Code to remain Unimpaired, such interest will be provided.

116.To the extent that a Holder of an Allowed Class 2 Other Secured Claim is entitled to payment of any interest required under section 506(b) and section 1129(b)(2)(A)(i)(II) of the Bankruptcy Code to remain Unimpaired, such interest will be provided.

117.In accordance with Bankruptcy Rules 2002 and 3020(c), no later than seven (7) days after the Effective Date, the Debtors shall cause a notice of Confirmation and occurrence of the Effective Date, substantially in the form attached hereto as Exhibit 2 (the “Notice of Confirmation and Effective Date”) to be served to all parties served with the Confirmation Hearing

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Notice by email or, to the extent the party’s email address has not been provided, by United States mail, first-class postage prepaid, by hand, or by overnight courier service.

118.To supplement the notice procedures described in the preceding sentence, no later than fourteen (14) days after the Effective Date, the Reorganized Debtors shall cause the Notice of Confirmation and Effective Date, modified for publication, to be published on one occasion in a national publication.  Mailing and publication of the notices described in this paragraph in the time and manner set forth in this paragraph will be good, adequate, and sufficient notice under the particular circumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c).  No further notice is necessary.

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

120.Professionals or other Entities asserting a Professional Fee Claim for services rendered before the Effective Date must File an application for final allowance of such Professional Fee Claim no later than the first Business Day that is sixty (60) days after the Effective Date unless otherwise ordered by the Court.  Professionals shall estimate in good faith their unpaid Professional Fee Claims and other unpaid fees and unreimbursed expenses incurred in rendering services to the Debtors before and as of the Effective Date and shall deliver such good faith estimate to the Debtors and counsel to the Required Consenting Creditors no later than five (5) 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 the Professional’s final request for payment

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of Filed Professional Fee Claims.  If a Professional does not provide an estimate, the Debtors shall estimate in good faith the unpaid and unbilled fees and expenses of such Professional.

121.The Reorganized Debtors shall pay Professional Fee Claims in Cash in the amount this Court allows, including from the Professional Fee Escrow, which the Reorganized Debtors will establish in trust for the Professionals and fund with Cash equal to the Professional Fee Claims Estimate as soon as practicable after the entry of this Confirmation Order and no later than the Effective Date and otherwise in accordance with the Plan.

122.Notwithstanding anything to the contrary herein, in accordance with the Plan and the Restructuring Support Agreement, the Transaction Expenses shall, in each case, be Allowed as Administrative Claims and shall be paid in full, in Cash on or before the Effective Date without application or approval by the Court.

123.Except as otherwise provided in the Plan, requests for payment of Administrative Claims, other than Administrative Claims arising under section 503(b)(9) of the Bankruptcy Code, which were required to be Filed by July 20, 2020 pursuant to the Order (I) Establishing Deadlines to File Proofs of Claim and Procedures Relating Thereto and (II) Approving the Form and Manner of Notice Thereof [Docket No. 137], must be Filed and served on the Debtors or the Reorganized Debtors, as applicable, no later than the Administrative Claims Bar Date.  Holders of Administrative Claims that are required to File and serve a request for such payment of such Administrative Claims, but do not File and serve such a request by the Administrative Claim Bar Date, shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or the Reorganized Debtors, or their respective property, and such Administrative Claims shall be deemed discharged as of the Effective Date without the need for

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any objection from the Debtors or the Reorganized Debtors, as applicable, or any action by the Court.

124.Except (a) with respect to the Liens securing (1) the Exit Facilities, and (2) to the extent elected by the Debtors, with the consent of the Required Consenting Creditors, with respect to an Allowed Other Secured Claim in accordance with Article III.C.2 of the Plan, or (b) as otherwise provided in the Plan or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against any rights, interests, or property of the Estates shall be fully released and discharged, and the holders of such mortgages, deeds of trust, Liens, pledges, or other security interests shall execute such documents as may be reasonably requested by the Debtors or the Reorganized Debtors, as applicable, to reflect or effectuate such releases, the Debtors or the Reorganized Debtors, as applicable, may take any actions necessary to reflect or effectuate such releases, 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.

125.All PNC Securitization Facility Claims shall be Allowed Claims.  On or after the Effective Date, unless otherwise agreed by the Holder of a PNC Securitization Facility Claim and the applicable Debtor or Reorganized Debtor, Allowed PNC Securitization Facility Claims will be either (a) satisfied in the ordinary course of business in accordance with the terms of the PNC Securitization Facility, as amended and extended on the Effective Date; or (b) paid in Cash in an amount equal to the full amount of those Claims or otherwise satisfied in full pursuant to the terms of the PNC Securitization Facility.

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126.All L/C Facility Claims shall be Allowed Claims.  On or after the Effective Date, unless otherwise agreed by the Holder of a L/C Facility Claim and the applicable Debtor or Reorganized Debtor, Allowed L/C Facility Claims will be either (a) satisfied in the ordinary course of business in accordance with the terms of the L/C Facility; or (b) paid in Cash in an amount equal to the full amount of those Claims or otherwise satisfied in full pursuant to the terms of the L/C Facility.

127.All DIP Claims shall be deemed Allowed as of the Effective Date in an amount equal to (a) the principal amount of loans and the amount of letter of credit obligations outstanding under the DIP Credit Agreements on such date, (b) all accrued and unpaid interest thereon to the date of payment and (c) all accrued and unpaid fees, expenses and noncontingent indemnification obligations payable under the DIP Credit Agreements and the DIP Orders.

128.Except to the extent that a Holder of an Allowed DIP Revolving Loan Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed DIP Revolving Loan Claim, each such Holder of an Allowed DIP Revolving Loan Claim shall either (a) in the event the conditions set forth in the DIP Revolving Loan Credit Agreement regarding the conversion of the DIP Revolving Loan Facility to the Exit First Lien Revolving Credit Facility have been satisfied or waived, receive the face amount of its Allowed DIP Revolving Loan Claim in indebtedness and letter of credit obligations in the Exit First Lien Revolving Loan Facility; or (b) in the event the Exit First Lien Revolving Loan Facility is not entered into because the conditions set forth in the DIP Revolving Loan Credit Agreement regarding the conversion of the DIP Revolving Loan Facility to the Exit First Lien Revolving Loan Facility have not been satisfied or waived, payment in full in Cash (or delivery of

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Cash Collateral, in respect of letter of credit obligations in accordance with the terms of the DIP Revolving Loan Credit Agreement).  Contemporaneously with satisfaction of the foregoing (a) or (b), the DIP Revolving Loans and the DIP Revolving Loan Documents shall be deemed canceled, surrendered, and discharged, all Liens on property of the Debtors and the Reorganized Debtors arising out of or related to the DIP Revolving Loans shall automatically terminate, and all Collateral subject to such Liens shall be automatically released, in each case without further action by the DIP Revolving Credit Facility Agent or DIP Revolving Loan Lenders and all guarantees of the Debtors and Reorganized Debtors arising out of or related to the DIP Revolving Loan Claims shall be automatically discharged, satisfied in full and released, in each case without further action by the DIP Revolving Credit Facility Agent or DIP Revolving Loan Lenders pursuant to the terms of the DIP Revolving Loans; provided, that such matters which by their express terms survive the termination of the DIP Revolving Credit Facility shall survive the occurrence of the Effective Date, including the DIP Agents’ and the DIP Lenders’ right to reimbursement and indemnification from the Debtors pursuant and subject to the terms of the DIP Credit Agreements and DIP Orders.  The DIP Revolving Credit Facility Agent or DIP Revolving Loan Lenders shall take all actions to effectuate and confirm such termination, release and discharge as reasonably requested by the Debtors or the Reorganized Debtors.

129.Except to the extent that a Holder of an Allowed DIP Term Loan Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed DIP Term Loan Claim, each Holder of such Allowed DIP Term Loan Claim shall receive the face amount of its Allowed DIP Term Loan Claim, including accrued and unpaid interest through the Effective Date at the interest rate set forth in the DIP Term Loan Credit Agreement, in indebtedness under the Exit First Lien Term Loan Facility.  Contemporaneously

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with the foregoing payment, the DIP Term Loans and the DIP Term Loan Documents, shall be deemed canceled, all Liens on property of the Debtors and the Reorganized Debtors arising out of or related to the DIP Term Loan shall automatically terminate, and all Collateral subject to such Liens shall be automatically released, in each case without further action by the DIP Term Loan Agent or the DIP Term Loan Lenders, and all guarantees of the Debtors and Reorganized Debtors arising out of or related to the DIP Term Loan Claims shall be automatically discharged and released, in each case without further action by the DIP Term Loan Agent or the DIP Term Loan Lenders pursuant to the terms of the DIP Term Loans.  The DIP Term Loan Agent and the DIP Term Loan Lenders shall take all actions to effectuate and confirm such termination, release and discharge as reasonably requested by the Debtors or the Reorganized Debtors.

130.Notwithstanding anything to the contrary in this Confirmation Order or the Plan, any Claims of any non-Debtor Subsidiary against any Debtor, Reorganized Debtor, and/or any of their respective Estates shall be deemed an Intercompany Claim.

131.Except as otherwise specifically provided for in the Plan or set forth in the description of Restructuring Transactions in the Plan Supplement, on the later of the Effective Date and the date on which distributions are made pursuant to the Plan (if not made on the Effective Date): (a) subject to the satisfaction of the DIP Claims in accordance with Article II.C of the Plan, the obligations of the Debtors under the First Lien Credit Agreement, PNC Sale Agreement Documents, Second Lien Credit Agreement, the 2024 Convertible Notes, the Hudson Notes, and any other certificate, equity security, share, note, bond, indenture, purchase right, option, warrant, or other instrument or document directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any Claim or Interest (except such

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certificates, notes or other instruments or documents evidencing indebtedness or obligation of or ownership interest in the Debtors that are Reinstated pursuant to the Plan), shall be canceled solely as to the Debtors and their Affiliates, and the Reorganized Debtors, the DIP Agents, the First Lien Agents, the PNC Securitization Facility Agent, the other parties to the PNC Sale Agreement Documents, and the Second Lien Agent shall not have any continuing duties or obligations thereunder; and (b) the obligations of the Debtors and their Affiliates pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws or certificate or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, indentures, purchase rights, options, or other instruments or documents evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors (except such agreements, certificates, notes or other instruments evidencing indebtedness or obligation of or ownership interest in the Debtors that are specifically reinstated or entered into pursuant to the Plan) shall be released and discharged.

132.Notwithstanding the forgoing or anything to the contrary in the Plan or this Confirmation Order, until the satisfaction of the DIP Claims in accordance with Article II.C of the Plan, the DIP Credit Agreements shall continue in effect solely for the purpose of: (a) allowing the DIP Agents to receive distributions from the Debtors under the Plan and to make further distributions to the Holders of the DIP Claims on account of such Claims, as set forth in Article IV of the Plan; (b) preserving the DIP Agents’ and the DIP Lenders’ right to all amounts due under the DIP Credit Agreements or the DIP Orders; and (c) preserving the DIP Agents’ and the DIP Lenders’ right to reimbursement and indemnification from the Debtors pursuant and subject to the terms of the DIP Credit Agreements and the DIP Orders; provided that any Claim or right to

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payment on account of such indemnification shall be an Administrative Claim regardless of whether such Claim or right to payment was filed by the Administrative Claim Bar Date.

133.Notwithstanding the forgoing or anything to the contrary in the Plan or this Confirmation Order, the First Lien Credit Agreement shall continue in effect solely for the purpose of: (a) allowing the First Lien Agents to receive distributions from the Debtors under the Plan and to make further distributions to the Holders of Allowed Claims in Class 3 on account of such Claims, as set forth in Article VI of the Plan; (b) preserving the First Lien Agents’ right to payment of its fees and expenses, and allowing the First Lien Agents to exercise any charging lien for the payment of its fees and expenses and for indemnification, pursuant to the terms of the First Lien Credit Agreement; and (c) preserving the right of the First Lien Agents to indemnification from the Debtors pursuant and subject to the terms of the First Lien Credit Agreement.

134.Notwithstanding the forgoing or anything to the contrary in the Plan or this Confirmation Order, the Second Lien Credit Agreement shall continue in effect solely for the purpose of: (a) allowing the Second Lien Agent to receive distributions from the Debtors under the Plan and to make further distributions to the Holders of Allowed Claims in Class 4 (with respect to the Second Lien Secured Claims) and, to the extent applicable, in Class 5 and Class 6 (with respect to the Second Lien Deficiency Claims) on account of such Claims, as set forth in Article VI of the Plan; (b) preserving the Second Lien Agent’s right to payment of its fees and expenses, and allowing the Second Lien Agent to exercise its charging lien for the payment of its fees and expenses and for indemnification, pursuant to the terms of the Second Lien Credit Agreement; and (c) preserving the right of the Second Lien Agent to indemnification from the Debtors pursuant and subject to the terms of the Second Lien Credit Agreement.

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135.All utilities, including any Person who received a deposit or other form of “adequate assurance” of performance pursuant to section 366 of the Bankruptcy Code during the chapter 11 cases (collectively, the “Deposits”), whether pursuant to the Order (I) (A) Approving the Debtors’ Proposed Form of Adequate Assurance of Payment for Future Utility Services, (B) Approving the Debtors’ Proposed Procedures for Resolving Additional Assurance Requests, and (C) Prohibiting Utility Providers from Altering, Refusing or Discontinuing Services; and (II) Granting Related Relief [Docket No. 168] or otherwise, including water, sewer service, telecommunications, data, cable, waste disposal, gas, electric, and other similar services, are directed to return such Deposits to the Reorganized Debtors, either by setoff against postpetition indebtedness or by Cash refund, on the Effective Date.

136.The Reorganized Debtors are entitled to withdraw and keep any and all Deposits that they hold.

137.Unless expressly provided for herein, nothing in the Plan or this Confirmation Order shall affect any orders entered in the chapter 11 cases pursuant to section 365 of the Bankruptcy Code or Bankruptcy Rule 9019.

138.In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall control in all respects.  In the event of an inconsistency between the Plan and 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 Restructuring Support Agreement and the Plan, the Plan

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shall control.  In the event of an inconsistency between the Confirmation Order and any of the Plan, the Disclosure Statement, or the Plan Supplement, the Confirmation Order shall control.

139.Unless otherwise provided in the Plan or in this 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 Court, and extant on this Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect through and including the Effective Date.  All injunctions or stays contained in the Plan or this Confirmation Order shall remain in full force and effect in accordance with their terms.

140.The Debtors are authorized to consummate the Plan and the Restructuring Transactions and finalize and implement the Plan Documents at any time after the entry of this Confirmation Order subject to satisfaction or waiver (by the required parties) of the conditions precedent to consummation set forth in Article IX of the Plan.

141.On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101(2) and 1127(b) of the Bankruptcy Code.

142.The failure to specifically include any particular Plan Document or provision of the Plan or other Plan Document in this Confirmation Order will not diminish the effectiveness of such document or Plan provision nor constitute a waiver thereof, it being the intent of this Court that the Plan is confirmed in its entirety, the Plan Documents are approved in their entirety, and all are incorporated herein by this reference.

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143.Each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is (a) valid and enforceable in accordance with its terms; (b) integral to the Plan and may not be deleted or modified except in accordance with Article X.A of the Plan; and (c) nonseverable and mutually dependent.

144.If the Effective Date does not occur, then: (a) the Plan shall be null and void in all respects; (b) any settlement, compromise, release, waiver, discharge, and exculpation 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, the Global Settlement, and any document or agreement executed pursuant to the Plan, shall be deemed null and void and without legal effect; and (c) nothing contained in the Plan or the Disclosure Statement 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 Person or Entity; or (iii) constitute an admission, acknowledgement, offer, or undertaking of any sort by the Debtors or any other Person or Entity.

145.During the period from entry of this Confirmation Order through and until the Effective Date, each of the Debtors shall continue to operate their business as a debtor in possession, subject to the oversight of the Court as provided under the Bankruptcy Code, the Bankruptcy Rules, and this Confirmation Order and any order of the Court that is in full force and effect.

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146.On the Effective Date, the Committee shall dissolve automatically; provided, however, that, following the Effective Date, the Committee shall continue in existence and have standing and a right to be heard for the following limited purposes: (a) Claims and/or applications, and any relief related thereto, for compensation by Professionals and requests for allowance of Administrative Expense Claims for substantial contribution pursuant to section 503(b)(3)(D) of the Bankruptcy Code; and (b) any appeals of the Confirmation Order or other appeal to which the Committee is a party.  Upon the dissolution of the Committee, the Committee Members and their respective Professionals will cease to have any duty, obligation or role arising from or related to the chapter 11 cases and shall be released and discharged from all rights and duties from or related to the chapter 11 cases.  The Reorganized Debtors shall not be responsible for paying any fees or expenses incurred by the Committee Members or advisors to the Committee after the Effective Date, except for the limited purposes identified above.

147.Unless otherwise provided in the Plan or this Confirmation Order, all injunctions or stays in effect in the chapter 11 cases under sections 105 or 362 of the Bankruptcy Code or any order of the Court that is in existence on the Confirmation Date shall remain in full force and effect until the Effective Date.

148.After the Confirmation Date, the Debtors have no obligation to File with the Court or serve on any parties reports that the Debtors were obligated to File under the Bankruptcy Code or a prior order of the Court, including monthly operating reports (except for any periods for which a monthly operating report was not Filed before the Confirmation Date), ordinary course professional reports, and monthly or quarterly reports for Professionals; provided, however, that

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the Debtors shall continue to comply with the U.S. Trustee’s quarterly reporting requirements.  After the Confirmation Date, the Debtors (or Reorganized Debtors) shall file and serve upon the U.S. Trustee operating reports on a quarterly basis in accordance with the U.S. Trustee Guidelines for Debtors in Chapter 11 until the entry of a final decree, the cases are converted to cases under chapter 7 of the Bankruptcy Code or the cases are dismissed.

149.The Plan shall not become effective unless and until the conditions set forth in Article IX of the Plan have been satisfied or waived pursuant to Article IX.B of the Plan.  Each of the conditions set forth in Article IX of the Plan is reasonably likely to be satisfied or waived in accordance with the Plan.

150.Notwithstanding any Bankruptcy Rule (including, without limitation, Bankruptcy Rules 3020(e), 6004(h), 6006(d), and 7062), this Confirmation Order is effective immediately and not subject to any stay, sufficient cause having been shown.

151.Subject to the terms of the Plan, this Confirmation Order and the Restructuring Support Agreement, the Debtors are authorized to modify and amend the Plan Supplement through and including the Effective Date, and to take all actions necessary and appropriate to effect the transactions contemplated therein through, including and following the Effective Date.

152.Subject to the terms of the Plan, this Confirmation Order and the Restructuring Support Agreement, the Debtors are hereby authorized to amend or modify the Plan at any time prior to the substantial consummation of the Plan, but only in accordance with section 1127 of the Bankruptcy Code and Article X.A of the Plan, without further order of this Court.

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

154.Pursuant to Local Bankruptcy Rule 3021-1, the time table for achieving substantial consummation of the Plan and entry of a final decree closing the chapter 11 cases is as follows:

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155.Notwithstanding the entry of this Confirmation Order, from and after the Effective Date, this Court shall, to the fullest extent legally permissible, retain exclusive jurisdiction over the chapter 11 cases and all matters arising under, arising out of, or related to, the chapter 11 cases, including all matters listed in Article XI of the Plan, as well as for the purposes set forth in section 1142 of the Bankruptcy Code.

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Exhibit 1

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Fifth Amended Joint Chapter 11 Plan of Reorganization of Centric

Brands Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

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FIFTH AMENDED JOINT CHAPTER 11 PLAN OF
REORGANIZATION OF CENTRIC BRANDS INC. AND ITS DEBTOR

AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

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Ropes & Gray LLP

Gregg M. Galardi

Cristine Pirro Schwarzman

Daniel G. Egan

Emily Kehoe

1211 Avenue of the Americas

New York, New York 10036-8704

Telephone: (212) 596-9000

Facsimile: (212) 596-9090

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Counsel to the Debtors and Debtors in Possession

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Dated: September 18, 2020

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¹      The Debtors in these chapter 11 cases, for which joint administration has been granted, along with the last four digits of their federal tax identification numbers, are as follows: Centric Brands Inc. (8178); Added Extras LLC (5851); American Marketing Enterprises Inc. (9672); Briefly Stated Holdings, Inc. (9890); Briefly Stated Inc. (6765); Centric Bebe LLC (2263); Centric Brands Holding LLC (3107); DBG Holdings Subsidiary Inc. (4795); DBG Subsidiary Inc. (6315); DFBG Swims, LLC (8035); F&T Apparel LLC (9183); Centric Accessories Group LLC (3904); Centric Beauty LLC (8044); Centric Denim Retail LLC (1013); Centric Denim USA, LLC (9608); Centric Jewelry Inc. (6431); Centric Socks LLC (2887); Centric West LLC (3064); Centric-BCBG LLC (5700); Centric-BCBG Retail LLC (4915); HC Acquisition Holdings, Inc. (4381); Hudson Clothing, LLC (2491); Hudson Clothing Holdings, Inc. (4298); Innovo West Sales, Inc. (8471); KHQ Athletics LLC (7413); KHQ Investment LLC (0014); Lotta Luv Beauty LLC (0202); Marco Brunelli IP, LLC (0227); RG Parent LLC (4002); RGH Group LLC (9853); Robert Graham Designs, LLC (1207); Robert Graham Holdings, LLC (0213); Robert Graham Retail LLC (7152); Rosetti Handbags and Accessories, Ltd. (2905); and VZI Investment Corp. (5233).

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TABLE OF CONTENTS

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ii

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iii

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INTRODUCTION

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Centric Brands Inc. and its debtor affiliates propose this fifth amended joint plan of reorganization pursuant to chapter 11 of title 11 of the United States Code. Capitalized terms used and not otherwise defined shall have the meanings ascribed to such terms in Article I.A. Holders of Claims and Interests may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, and projections of future operations, as well as a summary and description of the Plan. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Plan shall apply as a separate Plan for each of the Debtors, and the classification of Claims and Interests set forth herein shall apply separately to each of the Debtors.

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ALL HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

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ARTICLE I.

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DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW

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A.            Defined Terms

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

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1.          “2020 Term Loans” has the meaning set forth in the First Lien Credit Agreement.

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2.          “2024 Convertible Notes” means those certain Convertible Promissory Notes, dated October 29, 2018, issued by Centric to funds managed by GSO Capital Partners LP and funds managed by Blackstone Tactical Opportunities Advisors L.L.C. (as amended from time to time).

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3.          “2024 Convertible Notes Claims” means Claims arising under, derived from, or based on the 2024 Convertible Notes.

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4.          “ACF” means ACF FINCO I LP.

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5.          “Administrative Claim” means a Claim for costs and expenses of administration of the Estates pursuant to sections 503(b) (including Claims arising under section 503(b)(9) of the Bankruptcy Code), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Professional Fee Claims; (c) Transaction Expenses; and (d) all 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.

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6.          “Administrative Claims Bar Date” means the first Business Day that is 60 days following the Effective Date, except with respect to Professional Fee Claims and as specifically set forth in the Plan or a Final Order.

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7.          “Advancement Obligations” means each of the Debtors’ obligations, if any, to advance expenses in effect as of the Effective Date, whether pursuant to the bylaws, certificates or articles of incorporation or formation, limited liability company agreements, other organizational or formation documents, indemnification agreements, or employment or other contracts, for its current and former directors, managers and officers, in each case, to the extent such current or former director, manager, or officer is a Released Party.

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8.          “Affiliate” means, with respect to any specified Entity, any other Entity directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Entity. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by,” and “under common control with”), as used with respect to any Entity, shall mean the possession, directly or indirectly, of the right or power to direct or cause the direction of the management or policies of such Entity, whether through the ownership of voting securities, by agreement, or otherwise.

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9.          “Allowed” means, with respect to any Claim: (a) a Claim as to which no objection has been filed on or before the Claims Objection Deadline and that is evidenced by a Proof of Claim timely filed by the applicable bar date, if any, or that is not required to be evidenced by a filed Proof of Claim under the Plan, the Bankruptcy Code, or a Final Order; (b) a Claim that is scheduled by the Debtors as neither disputed, contingent, nor unliquidated, and as for which no Proof of Claim, as applicable, has been timely filed; or (c) a Claim that is Allowed (i) pursuant to the Plan, (ii) in any stipulation that is approved by the Bankruptcy Court, or (iii) pursuant to any contract, instrument, indenture, or other agreement entered into or assumed in connection herewith. Except as otherwise specified in the Plan or any Final Order, the amount of an Allowed Claim shall not include interest or other charges on such Claim from and after the Petition Date. No Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays in full the amount that it owes such Debtor or Reorganized Debtor, as applicable. No Claim asserted on behalf of any class of Persons or Entities shall be Allowed absent certification of such class of Persons or Entities by a court of competent jurisdiction.

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10.        “ARCC” means Ares Capital Corporation.

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11.        “Assumed Executory Contracts and Unexpired Leases Schedule” means the schedule (as may be amended), if any, of certain Executory Contracts and Unexpired Leases (including any amendments or modifications thereto) that will be assumed by the Debtors pursuant to the Plan, which shall be included in the Plan Supplement.

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12.        “Avoidance Actions” means any and all actual or potential Claims and Causes of Action arising under chapter 5 of the Bankruptcy Code, including, sections 502(d), 544, 545, 547, 548, 549, 550, 551, and 553(b) of the Bankruptcy Code, and similar applicable non-bankruptcy law.

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13.        “Ballot” means a ballot providing for the acceptance or rejection of the Plan and to make an election with respect to the Third Party Release provided by Article VIII.D.

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

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

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

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

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

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19.        “Cash Collateral” has the meaning set forth in section 363(a) of the Bankruptcy Code.

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20.        “Cause of Action” means any action, claim, cause of action, controversy, demand, right, action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, whether known, unknown, contingent or non-contingent, 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 or in tort, in law, or in equity or pursuant to any other theory of law. For the avoidance of doubt, “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; (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 Avoidance Actions.

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21.        “Centric” means Centric Brands Inc.

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22.        “Centric Interests” means (a) all Interests in Centric; and (b) any claim subject to subordination pursuant to section 510(b) of the Bankruptcy Code arising from or related to any Interests in Centric.

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

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

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25.        “Claims Cash Pool” means $5,900,000 in Cash, of which (a) $5,800,000 shall be funded to the Claims Cash Pool Account in accordance with Article IV.F and distributed in accordance with the terms and conditions of the Plan; and (b) $100,000 shall constitute the Creditors’ Oversight Administrator Funding Amount.

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26.        “Claims Cash Pool Account” means an account to be funded on the Effective Date in accordance with Article IV.F.

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27.        “Claims Objection Deadline” means the deadline for objecting to a Claim, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such later date as may be fixed by the Bankruptcy Court, after notice and a hearing, upon a motion by the Reorganized Debtors Filed before the day that is 180 days after the Effective Date.

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28.        “Claims Register” means the official register of Claims maintained by the Notice and Claims Agent in the Chapter 11 Cases.

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29.        “Class” means a category of Holders of Claims or Interests as set forth in Article III of this Plan pursuant to section 1122(a) of the Bankruptcy Code.

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30.        “Collateral” means any property, wherever located, or interest in property of the Estates subject to a Lien to secure the payment or performance of a Claim.

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31.        “Committee” means any statutory committee of unsecured creditors, appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code by the U.S. Trustee.

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32.        “Committee Members” means each Entity in its capacity as a member of a Committee.

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33.        “Confirmation” means the entry of the Confirmation Order on the docket of the Chapter 11 Cases.

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34.        “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.

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35.        “Confirmation Hearing” means the hearing held by the Bankruptcy Court to consider Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time.

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

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37.        “Consenting Creditors” means the Consenting First Lien Lenders, the Consenting Second Lien Lenders, the Consenting DIP Term Loan Lenders, and the Consenting DIP Revolving Loan Lenders.

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38.        “Consenting DIP Revolving Loan Lenders” means the DIP Revolving Loan Lenders that have executed the Restructuring Support Agreement.

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39.        “Consenting DIP Term Loan Lenders” means the DIP Term Loan Lenders that have executed the Restructuring Support Agreement.

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40.        “Consenting First Lien Lenders” means the holders of, nominees, investment managers, advisors or subadvisors to funds and/or accounts, or trustees of trusts that hold outstanding First Lien Loan Claims that have executed the Restructuring Support Agreement.

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41.        “Consenting Second Lien Lenders” means the holders of, nominees, investment managers, advisors or subadvisors to funds and/or accounts, or trustees of trusts that hold outstanding Second Lien Loan Claims that have executed the Restructuring Support Agreement.

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

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

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44.        “Creditors’ Oversight Administrator” means the individual appointed by the Committee in accordance with Article IV.O of the Plan.

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45.        “Creditors’ Oversight Administrator Escrow” means a non-interest-bearing escrow account established and funded pursuant to Article IV.O.

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46.        “Creditors’ Oversight Administrator Funding Amount” means $100,000 to be funded to the Creditors’ Oversight Administrator Escrow from the Claims Cash Pool on the Effective Date for the reasonable and documented fees and expenses of the Creditors’ Oversight Administrator.

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

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48.        “Debtor Release” means the releases set forth in Article VIII.C of this Plan.

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49.        “Debtors” means, collectively: (a) Centric; (b) Added Extras LLC; (c) American Marketing Enterprises Inc.; (d) Briefly Stated Holdings, Inc.; (e) Briefly Stated Inc.; (f) Centric Bebe LLC; (g) Centric Brands Holding LLC; (h) DBG Holdings Subsidiary Inc.; (i) DBG Subsidiary Inc.; (j) DFBG Swims, LLC; (k) F&T Apparel LLC; (l) Centric Accessories Group LLC; (m) Centric Beauty LLC; (n) Centric Denim Retail LLC; (o) Centric Denim USA, LLC; (p) Centric Jewelry Inc.; (q) Centric Socks LLC; (r) Centric West LLC; (s) Centric-BCBG  LLC; (t) Centric-BCBG  Retail LLC; (u)  HC Acquisition Holdings,  Inc.; (v)  Hudson Clothing, LLC; (w) Hudson Clothing  Holdings,  Inc.; (x)  Innovo  West  Sales,  Inc.; (y)  KHQ  Athletics LLC; (z) KHQ Investment LLC; (aa) Lotta Luv Beauty LLC; (bb) Marco Brunelli IP, LLC; (cc) RG Parent LLC; (dd) RGH Group LLC; (ee) Robert Graham Designs, LLC; (ff) Robert Graham Holdings, LLC; (gg) Robert Graham Retail LLC; (hh) Rosetti Handbags and Accessories, Ltd.; and (ii) VZI Investment Corp., the debtors and debtors in possession in the Chapter 11 Cases.

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50.        “DIP Agents” means, collectively, the DIP Revolving Credit Facility Agent, the DIP Term Loan Agent, and the Supplemental DIP Financing Agent (if any), including any successors thereto.

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51.        “DIP Claims” means, collectively the DIP Revolving Loan Claims, the DIP Term Loan Claims, and the Supplemental DIP Financing Facility Claims (if any).

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52.        “DIP Credit Agreements” means, collectively, the DIP Revolving Loan Credit Agreement, the DIP Term Loan Credit Agreement, and the Supplemental DIP Financing Agreement (if any).

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53.        “DIP Facilities” means, collectively, the DIP Revolving Credit Facility, the DIP Term Loan Facility, and the Supplemental DIP Financing Facility (if any).

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54.        “DIP Lenders” means, collectively, the DIP Revolving Loan Lenders, the DIP Term Loan Lenders, and the Supplemental DIP Financing Lenders (if any).

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55.        “DIP Orders” means, collectively, the Interim DIP Order and the Final DIP Order.

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56.        “DIP Revolving Credit Facility” means the post-petition senior secured debtor in possession asset based revolving credit facility pursuant to the DIP Revolving Loan Credit Agreement.

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57.         “DIP Revolving Credit Facility Agent” means ACF, as collateral agent under the DIP Revolving Loan Credit Agreement and as administrative agent for all lenders under the DIP Revolving Loan Documents.

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58.        “DIP Revolving Loan Claims” means any Claim on account of the DIP Revolving Loans.

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59.        “DIP Revolving Loan Credit Agreement” means that certain Senior Secured Priming and Superpriority Debtor in Possession Asset-Based Revolving Credit, Security and Guaranty Agreement, dated May 20, 2020, among Centric, as borrower, the guarantors party thereto, the lenders party thereto and ACF, as administrative and collateral agent (as may be amended, restated, supplemented or otherwise modified in accordance with its terms).

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60.        “DIP Revolving Loan Documents” means the DIP Revolving Loan Credit Agreement and all agreements, documents and instruments delivered or executed in connection therewith.

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61.         “DIP Revolving Loan Lenders” means the lenders party to the DIP Revolving Loan Credit Agreement from time to time.

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62.        “DIP Revolving Loans” means the revolving loans borrowed and letters of credit issued under the DIP Revolving Loan Credit Agreement.

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63.        “DIP Revolving Roll Up Claims” means any Claims arising under, derived from, or based on the First Lien Revolving Loans that are rolled into the DIP Revolving Credit Facility pursuant to the DIP Orders.

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64.         “DIP Term Loan/1L Term Loan Intercreditor Agreement” means that certain Pari Passu Intercreditor Agreement, dated May 20, 2020, that, among other things, sets forth the relative rights of the DIP Term Loan Lenders and the First Lien Term Loan Lenders in the Collateral securing the DIP Term Loan Claims and the First Lien Term Loan Claims.

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65.        “DIP Term Loan Agent” means U.S. Bank National Association, in its capacity as administrative agent and collateral agent under the DIP Term Loan Credit Agreement.

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66.         “DIP Term Loan Claims” means any Claim on account of the DIP Term Loans.

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67.        “DIP Term Loan Credit Agreement” means that certain Senior Secured Debtor In Possession Credit, Security and Guaranty Agreement, dated May 20, 2020, among Centric, as borrower, the guarantors party thereto, the lenders party thereto and U.S. Bank, National Association, as administrative and collateral agent (as may be amended, restated, supplemented or otherwise modified in accordance with its terms).

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68.        “DIP Term Loan Documents” means the DIP Term Loan Credit Agreement and all agreements, documents and instruments delivered or executed in connection therewith.

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69.        “DIP Term Loan Facility” means that certain senior secured multiple draw term loan facility including any interest paid in-kind and added to the principal amount of the obligations thereunder, pursuant to the DIP Term Loan Credit Agreement.

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70.        “DIP Term Loan Lenders” means the lenders party to the DIP Term Loan Credit Agreement from time to time.

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71.        “DIP Term Loans” means the term loans borrowed under the DIP Term Loan Credit Agreement.

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72.         “Disclosure Statement” means the disclosure statement (as may be further amended, supplemented, or modified from time to time in accordance with its terms) for the Plan, including all exhibits and schedules thereto, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

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73.        “Disclosure Statement Order” means a Final Order of the Bankruptcy Court approving the Disclosure Statement.

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74.        “Distribution Agent” means, as applicable, the Reorganized Debtors or any Entity the Reorganized Debtors select to make or to facilitate distributions in accordance with the Plan.

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75.        “Distribution Record Date” means the date for determining which Holders of Allowed Claims are eligible to receive distributions under the Plan, which, unless otherwise specified, shall be the Voting Deadline.

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

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

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78.        “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.

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79.        “Exculpated Parties” means, collectively: (a) each Debtor and such Debtor’s current and former Affiliates, and its and their current and former directors, managers, officers, predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each solely in their capacity as such; (b) the Consenting Creditors; (c) the DIP Lenders; (d) the lenders that provided the 2020 Term Loans; (e) the DIP Agents; (f) First Lien Agents; (g) the Second Lien Agent; (h) PNC and each other party to the PNC Sale Agreement Documents; (i) PNC in its capacity as letter of credit bank under the L/C Facility; (j) the Exit  Financing  Agents; (k) the Exit  Financing Lenders; (l) the Specified Equity Holders; (m) the Committee; (n) each member of the Committee, solely in its capacity as such; and (o) with respect to each of the foregoing clauses (b) through (n), each such entity’s current and former Affiliates, and such entities’ and their current and former affiliates’ current and former directors, managers, officers, control persons, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, participants, managed accounts or funds, fund advisors, predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, investment managers, and other professionals, each solely in their capacity as such.

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

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81.        “Exit Facilities” means, collectively, (i) the Exit First Lien Term Loan Facility, (ii) the Exit First Lien Revolving Loan Facility, and (iii) the Exit Securitization Facility.

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82.        “Exit Facilities Documents” means any documents or agreements governing the Exit Facilities, including the credit agreements and receivables purchase agreements governing the Exit Facilities, and any and all other agreements, documents, and instruments delivered or entered into in connection therewith, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, and other security documents.

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83.        “Exit Financing Agents” means the Exit First Lien Revolving Loan Facility Agent, the Exit Securitization Facility Agent and the Exit First Lien Term Loan Agent.

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84.        “Exit Financing Lenders” means the Exit First Lien Revolving Loan Lenders, the Exit Securitization Facility Lenders and the Exit First Lien Term Loan Lenders.

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85.        “Exit First Lien Credit Agreement” means the credit agreement delivered or entered into in connection with the Exit First Lien Term Loan Facility and the Exit First Lien Revolving Loan Facility, which shall be consistent with the Restructuring Support Agreement and otherwise reasonably acceptable to the Debtors and the Required Consenting Creditors.

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86.        “Exit First Lien Revolving Loan Facility” means a new asset-based revolving loan facility in an aggregate commitment amount of $275,000,000 pursuant to the Exit First Lien Revolving Loan Facility Documents.

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87.        “Exit First Lien Revolving Loan Facility Agent” means any agent under the Exit First Lien Revolving Loan Facility in accordance with the Exit First Lien Revolving Loan Facility Documents.

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88.        “Exit First Lien Revolving Loan Facility Documents” means, collectively, all agreements, documents, and instruments delivered or entered into in connection with the Exit First Lien Revolving Loan Facility (including any intercreditor agreements, guarantee agreements, pledge and collateral agreements, and other security documents), which shall be consistent with the Restructuring Support Agreement and otherwise reasonably acceptable to the Debtors and the Required Consenting Creditors.

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89.        “Exit First Lien Revolving Loan Lenders” means any lender under the Exit First Lien Revolving Loan Facility in accordance with the Exit First Lien Revolving Loan Facility Documents.

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90.        “Exit First Lien Term Loan Agent” means any agent under the Exit First Lien Term Loan Facility in accordance with the Exit First Lien Term Loan Facility Documents.

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91.        “Exit First Lien Term Loan Documents” means, collectively, all agreements, documents, and instruments delivered or entered into in connection with the Exit First Lien Term Loan Facility (including any intercreditor agreements, guarantee agreements, pledge and collateral agreements, and other security documents), which shall be consistent with the Restructuring Support Agreement and otherwise reasonably acceptable to the Debtors and the Required Consenting Creditors.

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92.        “Exit First Lien Term Loan Facility” means a new term loan facility in an aggregate principal amount equal to the sum of (a) the amount of DIP Term Loan Facility Claims (including all interest accrued thereunder through the Effective Date) plus (b) the amount of all First Lien Term Loan Claims (including all interest accrued thereunder through the Effective Date) pursuant to the Exit First Lien Term Loan Documents.

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93.        “Exit First Lien Term Loan Lenders” means any lender under the Exit First Lien Term Loan Facility in accordance with the Exit First Lien Term Loan Facility Documents.

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94.        “Exit Securitization Facility” shall have the meaning set forth in Article IV.E.2 hereof.

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95.        “Exit Securitization Facility Agent” means any agent under the Exit Securitization Facility in accordance with the Exit Securitization Facility Documents.

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96.        “Exit Securitization Facility Documents” means, collectively, all agreements, documents, and instruments delivered or entered into in connection with the Exit Securitization Facility (including any intercreditor agreements, purchase and sale agreements, guarantee agreements, pledge and collateral agreements, and other security documents), which shall be consistent with the Plan and otherwise reasonably acceptable to the Debtors and the Required Consenting Creditors.

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97.        “Exit Securitization Lenders” means any lenders under the Exit Securitization Facility in accordance with the Exit Securitization Facility Documents.

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

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99.        “Final DIP Order” means the Final Order (I) Authorizing the Debtors to (A) Obtain Postpetition Financing, (B) Grant Senior Secured Liens and Superpriority Administrative Expense Claims, and (C) Utilize Cash Collateral; (II) Granting Adequate Protection to the Prepetition Secured Parties; (III) Modifying The Automatic Stay; and (IV) Granting Related Relief [Docket No. 220].

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100.      “Final Order” means an order or judgment of the Bankruptcy Court, or court of competent jurisdiction with respect to the subject matter, that has not been reversed, stayed, modified, or amended, as entered on the docket in any Chapter 11 Case or the docket of any court of competent jurisdiction, and as to which the time to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired and no appeal or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be timely filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument, or rehearing will have been denied, resulted in no stay pending appeal of such order, or has otherwise been dismissed with prejudice; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed with respect to such order will not preclude such order from being a Final Order.

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101.      “Final PNC Receivables Order” means the Final Order (I) Authorizing Certain Debtors to Continue Selling Receivables and Related Rights Pursuant to a Securitization Facility, (II) Modifying the Automatic Stay, and (III) Granting Related Relief [Docket No. 221].

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102.      “First Lien Agents” means collectively, the First Lien Term Loan Agent and the First Lien Revolving Agent.

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103.      “First Lien Credit Agreement” means that certain First Lien Credit Agreement, dated as of October 29, 2018 (as amended by (i) that certain Amendment No. 1 and Waiver to Credit Agreement, dated as of April 17, 2019, (ii) that certain Amendment No. 2 and Waiver to Credit Agreement, dated as of April 20, 2020 and (iii) that certain Amendment No. 3 and Waiver to Credit Agreement, dated as of May 11, 2020 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among Centric (F/K/A

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Differential Brands Group Inc.), as borrower, the lenders from time to time party thereto, the First Lien Revolving Agent, the First Lien Term Loan Agent and HPS Investment Partners, LLC, as documentation agent.

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104.      “First Lien Lenders” means Holders of the First Lien Loan Claims.

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105.      “First Lien Loan Claims” means any Claim arising under, derived from, or based on the First Lien Loans, other than the DIP Revolving Roll Up Claims.

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106.      “First Lien Loans” means the First Lien Term Loans and the First Lien Revolving Loans.

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107.      “First Lien Revolving Agent” means ACF in its capacity as revolving agent under the First Lien Credit Agreement, including any successor thereto.

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108.      “First Lien Revolving Loan Claims” means any Claim arising under, derived from, or based on the First Lien Revolving Loans, other than the DIP Revolving Roll Up Claims.

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109.      “First Lien Revolving Loans” means the revolving loans borrowed and letters of credit issued (solely to the extent not rolled up into DIP Revolving Loan Claims) under, and on the terms set forth in, the First Lien Credit Agreement; provided, for the avoidance of doubt, that in no event shall the First Lien Revolving Loan Claims and the DIP Revolving Loan Claims be deemed to be outstanding simultaneously, nor shall they both counted together for the same purpose for any reason under the Restructuring Support Agreement or the Plan.

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110.       “First Lien Term Loan Agent” means ARCC in its capacity as administrative agent and ACF in its capacity as collateral agent under the First Lien Credit Agreement, including any successors thereto.

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111.      “First Lien Term Loan Claims” means any Claim arising under, derived from, or based on the First Lien Term Loans.

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112.      “First Lien Term Loan Lenders” means Holders of the First Lien Term Loan Claims.

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113.      “First Lien Term Loans” means the term loans (other than the 2020 Term Loans), borrowed under, and on the terms set forth in, the First Lien Credit Agreement.

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114.       “General Unsecured Claim” means any Claim other than an Other Secured Claim, First Lien Loan Claim, PNC Securitization Facility Claim, Second Lien Secured Claim, DIP Claim, L/C Facility Claim, Hudson Notes Claim, Intercompany Claim, Intercompany Interest, Administrative Claims, Priority Tax Claim, Other Priority Claim, Professional Fee Claim, or Subordination Claim. For the avoidance of doubt, the Second Lien Deficiency Claims and the 2024 Convertible Notes Claim shall be General Unsecured Claims for purposes of the Plan.

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115.      “GBG Acquisition” means the acquisition by the Debtors of a significant portion of the North American licensing business of Global Brands Group Holding Limited, which was consummated on October 29, 2018.

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

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117.      “Guarantors” means, each Debtor other than Centric.

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118.      “Holder” means an Entity holding a Claim or an Interest, as applicable, each solely in its capacity as such.

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119.      “HPS” means HPS Investment Partners, LLC and/or its managed funds or Affiliates.

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120.      “Hudson Notes” means those certain Subordinated Convertible Promissory Notes, dated January 28, 2016, issued by Centric pursuant to that certain Rollover Agreement, dated as of September 8, 2015 among Joe's Jeans Inc. and each of the noteholders party thereto (as amended from time to time).

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121.      “Hudson Notes Claims” means any Claims arising under, derived from, or related to the Hudson Notes.

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122.      “Impaired” means, when used in reference to a Claim or Interest, a Claim or Interest that is impaired within the meaning of section 1124 of the Bankruptcy Code.

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123.      “Indemnification Obligations” means each of the Debtors’ indemnification obligations in effect as of the Effective Date, whether pursuant to the bylaws, certificates or articles of incorporation or formation, limited liability company agreements, other organizational or formation documents, indemnification agreements, or employment or other contracts, for its current and former directors, managers and officers, in each case, to the extent such current and former director, manager, or officer is a Released Party.

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124.      “Initial Unsecured Claims Distribution Date” means the date on which the Distribution Agent shall make initial distributions to Holders of Allowed General Unsecured Claims and Allowed Hudson Notes Claims pursuant to the Plan from the Claims Cash Pool Account, which date shall be determined by the Distribution Agent in consultation with the Creditors’ Oversight Administrator; provided, that the Distribution Agent shall use commercially reasonable efforts to cause the Initial Unsecured Claims Distribution Date to occur no later than December 15, 2020.

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125.      “Intercompany Claims” means, collectively, any Claim held by a Debtor against another Debtor. For the avoidance of doubt, any claims held by any of the Debtors against the Debtors’ non-debtor Affiliate Spring Funding, LLC is not an Intercompany Claim.

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126.      “Intercompany Interest” means any Interest held by a Debtor in another Debtor or a non-Debtor subsidiary.

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127.      “Interests” means, collectively, the shares (or any class thereof) of common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profits interests of any Debtor, and options, warrants, rights, or other securities or agreements to acquire or subscribe for, or which are convertible into the shares (or any class thereof) of, common stock,

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preferred stock, limited liability company interests, or other equity, ownership, or profits interests of any Debtor (in each case whether or not arising under or in connection with any employment agreement) and claims under section 510(b) of the Bankruptcy Code.

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128.      “Interim DIP Order” means the Interim Order (I) Authorizing the Debtors to (A)  Obtain Postpetition Financing, (B) Grant Senior Secured Liens and Superpriority Administrative Expense Claims, and (C) Utilize Cash Collateral; (II) Granting Adequate Protection to the Prepetition Secured Parties; (III) Modifying The Automatic Stay; (IV) Scheduling Final Hearing; and (V) Granting Related Relief [Docket No. 59].

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

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130.      “L/C Facility” means the letter of credit facility with PNC governed by the L/C Facility Agreement.

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131.      “L/C Facility Agreement” means the Reimbursement Agreement for the Standby and Commercial Letter(s) of Credit, dated as of July 1, 2020, between Centric Brands Inc. and PNC Bank, National Association.

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132.       “L/C Facility Claim” means any and all Claims constituting L/C Obligations as such term is defined in the L/C Order.

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133.       “L/C Order” means the Order (I) Authorizing the Debtors to (A) Enter into New Letter of Credit Facility and (B) Grant Senior Secured Liens to Cash Collateralize Letters of Credit and Superpriority Administrative Expense Claims; (II) Modifying the Automatic Stay; and (III) Granting Related Relief [Docket No. 324].

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

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135.      “Management Incentive Plan” means a management incentive plan to be adopted by the Reorganized Centric Board on or after the Effective Date.

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136.      “Maximum Revolving Loan Facility Size” shall have the meaning set forth in Article IV.E.1 hereof.

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137.      “New Management Agreements” means new employment agreements with the Reorganized Debtors’ management team (on substantially similar economic terms to existing employment agreements), which shall be acceptable to the applicable management team member and reasonably acceptable to the Debtors and the Required Consenting Creditors.

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138.      “Notice and Claims Agent” means Prime Clerk LLC, the notice, claims, and solicitation agent retained by the Debtors pursuant to the Order Appointing Prime Clerk LLC as Claims and Noticing Agent [Docket No. 62] and any other Final Order.

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139.      “Notice of Non-Voting Status” means each of the notices of non-voting status distributed pursuant to the Disclosure Statement Order to (a) Holders of Impaired Claims and Interests that are deemed to reject the Plan and (b) Holders of Unimpaired Claims and Interests that are deemed to accept the Plan.

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140.      “Other Priority Claim” means any Claim against any Debtor entitled to priority in right of payment under section 507(a) of the Bankruptcy Code, other than: (a) an Administrative Claim; (b) a Priority Tax Claim; (c) a DIP Claim; or (d) a Professional Fee Claim.

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141.      “Other Secured Claim” means any Secured Claim against any Debtor, other than: (a) DIP Facility Claims, (b) First Lien Term Loan Claims, (c) First Lien Revolving Loan Claims, (d)  Second Lien Secured Claims; (e) PNC Securitization Facility Claims; and (f) L/C Facility Claims. “Other Secured Claims” includes any Claim arising under, derived from, or based upon any letter of credit issued in favor of one or more Debtors, the reimbursement obligation for which is either secured by a Lien on Collateral or is subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.

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

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143.      “Petition Date” means May 18, 2020.

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144.      “Plan” means this Fifth Amended Joint Chapter 11 Plan of Reorganization of Centric Brands Inc., and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (including the Plan Supplement and all exhibits hereto and thereto), as the same may be amended, modified, supplemented or amended and restated from time to time in accordance with the terms hereof, and in accordance with the terms of the Restructuring Support Agreement, the Bankruptcy Code and the Bankruptcy Rules.

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145.      “Plan Objection Deadline” means the date by which all objections to the Confirmation of the Plan must be filed with the Bankruptcy Court and served the Debtors, the Consenting Creditors, and certain other parties in interest, in accordance with the Disclosure Statement Order.

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146.      “Plan Settlement” means the settlements as may be incorporated in the Plan as set forth in Article IV.C of the Plan.

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147.      “Plan Supplement” means a supplemental appendix to the Plan, which shall be Filed with the Bankruptcy Court not later than seven (7) calendar days prior to the Plan Objection Deadline and shall contain, among other things, draft forms of documents (or term sheets thereof), schedules, and exhibits to the Plan, including, but not limited to, the following (each of which must be in form and substance reasonably acceptable to the Debtors and the Required Consenting Creditors): (a) the Assumed Executory Contracts and Unexpired Leases Schedule; (b) the identity of the known members of the Reorganized Centric Board and executive management for Reorganized Centric; (c) the Retained Causes of Action Schedule; (d) the Released Causes of Action Schedule; (e) a description of Restructuring Transactions; and (f) in each case, with the consent of the Required Consenting Creditors, either a term sheet summary of, or the form of, (1) the Reorganized Centric Organizational Documents for Reorganized Centric only, (2) the New Management Agreements, (3) the Exit First Lien Revolving Loan Facility Documents, (4) the Exit Securitization Facility Documents and (5) the Exit First Lien Term Loan Facility Documents. Any reference to the Plan Supplement in the Plan shall include each of the documents identified above as (a) through (f), as applicable. The Debtors shall be entitled to amend such documents in

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accordance with their respective terms and Article X of the Plan through and including the Effective Date.

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148.      “PNC” means PNC Bank, National Association.

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149.      “PNC Sale Agreement Documents” means (i) that certain Amended and Restated Purchase and Sale Agreement, dated May 20, 2020, among Centric, as Servicer, certain subsidiaries of Centric, as Originators and Spring Funding, LLC, as Buyer (as amended from time to time) and (ii) that certain Amended and Restated Receivables Purchase Agreement, dated May 20, 2020, among Spring Funding, LLC, as Seller, Centric, as initial Servicer, certain purchasers party thereto, PNC Bank, National Association as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent (as amended from time to time).

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150.      “PNC Securitization Facility” means that certain trade receivables securitization facility pursuant to the PNC Sale Agreement Documents.

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151.      “PNC Securitization Facility Agent” means PNC Bank, National Association in its capacity as administrative agent, and PNC Capital Markets LLC, in its capacity as structuring agent under the PNC Sale Agreement Documents, including any successors thereto.

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152.      “PNC Securitization Facility Claims” means any and all Claims constituting Securitization Facility Obligations as such term is defined in the Final PNC Receivables Order.

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153.      “Prepetition Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of October 29, 2018 (as amended, restated, modified and supplemented from time to time) by and among ACF, in its capacity as collateral agent under the First Lien Credit Agreement and U.S. Bank National Association, solely in its capacity as collateral agent under the Second Lien Credit Agreement which governs the relative rights and priorities of ACF, on the one hand, and U.S. Bank National Association, on the other hand.

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

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

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156.      “Professional” means an Entity: (a) employed pursuant to a Final Order of the Bankruptcy Court in accordance with sections 327, 363, 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, 331, or 363 of the Bankruptcy Code.

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157.      “Professional Fee Claims” means all Claims for fees and expenses (including transaction, completion, and success fees) incurred by a Professional on or after the Petition Date to the extent such fees and expenses have not been paid pursuant to an order of the Bankruptcy Court.

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158.      “Professional Fee Claims Estimate” means the aggregate unpaid Professional Fee Claims through the Effective Date as estimated in accordance with Article II.E.2.

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159.      “Professional Fee Escrow” means a non-interest-bearing escrow account established and funded pursuant to Article II.E.3.

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160.      “Proof of Claim” means a proof of Claim Filed against any of the Debtors in the Chapter 11 Cases.

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161.      “Quarterly Unsecured Claims Distribution Date” means the first Business Day after the end of each quarter (i.e., March 15, 2021, June 15, 2021, and September 15, 2021) occurring after the Initial Unsecured Claims Distribution Date; provided, that the Distribution Agent may, in its reasonable discretion and in consultation with the Creditors’ Oversight Administrator, determine whether a distribution shall be made on each Quarterly Unsecured Claims Distribution Date.

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162.      “Reinstated” or “Reinstatement” means, with respect to Claims and Interests, the treatment provided for in section 1124 of the Bankruptcy Code.

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163.      “Released Causes of Action Schedule” means the schedule (as may be amended), if any, of certain Causes of Action that will be released by the Debtors pursuant to the Plan, which shall be included in the Plan Supplement.

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164.      “Released Party” means, collectively: (a) each Debtor and such Debtor’s current and former directors, managers, officers, predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives and other professionals, each solely in their capacity as such; (b) the Consenting Creditors; (c) the DIP Lenders; (d) the lenders that provided the 2020 Term Loans; (e) the DIP Agents; (f) First Lien Agents; (g) the Second Lien Agent; (h) PNC and each other party from time to time party to the PNC Sale Agreement Documents; (i) PNC in its capacity as letter of credit bank under the L/C Facility; (j) the Exit Financing Agents; (k) the Exit Financing Lenders; (l) the Specified Equity Holders; and (m) with respect to each of the foregoing clauses (b) through (l), each such entity’s current and former Affiliates, and such entities’ and their current and former Affiliates’ current and former directors, managers, officers, control persons, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, participants, managed accounts or funds, fund advisors, predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, investment managers, and other professionals, each solely in their capacity as such.

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165.      “Releasing Party” means each of the following in their capacity as such: (a) all Released Parties; (b) each Holder of an Unimpaired Claim or Interest who is presumed to accept the Plan and who does not check the box on the applicable Notice of Non-Voting Status indicating that it opts not to grant the releases provided in the Plan; (c) each Holder of an Impaired Claim or Interest who is deemed to reject the Plan and who checks the box on the applicable Notice of Non-Voting Status indicating that it opts to grant the releases provided in the Plan; (d) each Holder

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of a Claim in Class 3 or Class 4 who does not check the box on its Ballot indicating that it opts not to grant the releases provided in the Plan; (e) each Holder of a Claim in Classes 5 or 6 who checks the box on its Ballot indicating that it opts to grant the releases provided in the Plan; and (f) with respect to each of the foregoing Entities in clauses (a) through (e), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ current and former directors, managers, and officers, to the extent such director, manager, or officer provides express consent, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, and each of their respective current and former equity holders, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each solely in their capacity as such.

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166.      “Reorganized Centric” means, on or after the Effective Date, the parent company of the Reorganized Debtors, which parent company may be a corporation, partnership or limited liability company (as determined by the Debtors and Required Consenting Creditors) and may include one or more of the following: (a) Centric, as reorganized, pursuant to and under the Plan or any successor thereto, (b) one or more of the direct or indirect subsidiaries of Centric, or (c) one or more entities formed to acquire all or a portion of the assets of Centric or its direct and indirect subsidiaries through a transaction that may be designed to be a taxable disposition for U.S. federal income tax purposes.

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167.      “Reorganized Centric Board” means the initial board of directors, members, or managers, as applicable, of Reorganized Centric, as determined in accordance with the Plan and the Restructuring Support Agreement and the Reorganized Centric Organizational Documents.

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168.      “Reorganized Centric Equity Interests” means the common stock, partnership interests, or limited liability company interests of Reorganized Centric, as applicable, to be issued upon the Effective Date in accordance with the Plan and the Restructuring Support Agreement.

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169.       “Reorganized Centric Organizational Documents” means the form of the certificates or articles of incorporation, bylaws, limited liability company operating agreements or such other applicable formation documents of each Reorganized Debtor, which shall be in form and substance reasonably acceptable to the Debtors and the Required Consenting Creditors.

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170.      “Reorganized Debtors” means, on or after the Effective Date, Reorganized Centric and each of the other Debtors, as reorganized, pursuant to and under the Plan or any successor thereto, in each case, after giving effect to the Restructuring Transactions.

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171.      “Required Consenting Creditors” means, collectively, each of the Required Consenting First Lien Lenders, the Required Consenting Second Lien Lenders, the Required Consenting DIP Revolving Loan Lenders, and the Required Consenting DIP Term Loan Lenders.

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172.      “Required Consenting DIP Revolving Loan Lenders” means the Required Lenders as such term is defined in the DIP Revolving Loan Credit Agreement.

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173.      “Required Consenting DIP Term Loan Lenders” means, as of the relevant date, Consenting DIP Term Loan Lenders holding at least a majority of the DIP Term Loan Claims.

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174.      “Required Consenting First Lien Lenders” means, as of the relevant date, Consenting First Lien Lenders holding at least a majority of the First Lien Term Loans that are held by Consenting First Lien Lenders as of May 17, 2020; provided, however, that the vote of (i) ARCC shall be required to constitute “Required Consenting First Lien Lenders” to the extent it holds at least a majority of the First Lien Term Loan Claims that it held as of May 17, 2020; and (ii)  HPS shall be required to constitute “Required Consenting First Lien Lenders” to the extent it holds at least a majority of the First Lien Term Loan Claims that it held as of May 17, 2020.

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175.      “Required Consenting Second Lien Lenders” means, as of the relevant date, Consenting Second Lien Lenders holding at least a majority of the Second Lien Term Loan Claims.

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176.      “Restructuring” means the financial restructuring of the existing indebtedness of, equity interests in, and certain other obligations of, the Debtors through the Chapter 11 Cases pursuant to the terms of the Restructuring Support Agreement and the Plan.

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177.      “Restructuring Documents” means all agreements, instruments, pleadings, orders, forms, questionnaires and other documents (including all exhibits, schedules, supplements, appendices, annexes, instructions and attachments thereto) that are utilized to implement or effectuate, or that otherwise relate to, this Agreement, the DIP Facilities, the Plan and/or the Restructuring, including, but not limited to, (a) Restructuring Support Agreement, (b) the DIP Credit Agreements, (c) the DIP Orders, (d) the Exit First Lien Revolving Loan Facility Documents,

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(e)  the Exit Securitization Facility Documents, (f) the Exit First Lien Term Loan Facility Documents, (g) the Plan, (h) the Plan Supplement, (i) the Disclosure Statement and any motion seeking the approval thereof, (j) the Disclosure Statement Order, (k) the Confirmation Order, (l) any “first day” motions, (m) the ballots, the motion to approve the form of the ballots and the solicitation thereof, and the order of the Bankruptcy Court approving the form of the ballots and the solicitation, and (n) the Reorganized Centric Organizational Documents, each of which shall contain terms and conditions that are consistent in all material respects with the Restructuring Support Agreement and the Plan and shall otherwise be in form and substance reasonably acceptable to the Debtors and the Required Consenting Creditors.

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178.      “Restructuring Support Agreement” means that certain Restructuring Support Agreement dated as of May 17, 2020, including the Restructuring Term Sheet, and all schedules and attachments thereto, by and among the Debtors and the Consenting Creditors and the Specified Equity Holders, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, and annexed to the Disclosure Statement as Exhibit F thereto.

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179.      “Restructuring Term Sheet” shall have the meaning set forth in the Restructuring Support Agreement.

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180.      “Restructuring Transactions” shall have the meaning set forth in Article IV.K hereof.

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181.      “Retained Causes of Action Schedule” means the schedule (as may be amended) of certain Causes of Action that will be retained by the Debtors pursuant to the Plan, which shall be included in the Plan Supplement.

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182.      “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 substantially in accordance with the Official Bankruptcy Forms, as the same may have been amended, modified, or supplemented from time to time.

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183.      “Second Lien Agent” means U.S. Bank National Association, in its capacity as administrative agent and collateral agent under the Second Lien Credit Agreement, including any successors thereto.

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184.      “Second Lien Credit Agreement” means that certain Second Lien Credit Agreement dated as of October 29, 2018 (as amended, by (i) that certain Amendment No. 1 and Waiver to Credit Agreement, dated as of April 17, 2019, (ii) that certain Amendment No. 2 and Waiver to Credit Agreement, dated as of April 20, 2020 and (iii) that certain Amendment No. 3 and Waiver to Credit Agreement, dated as of May 11, 2020 and as further amended, restated, supplemented or otherwise modified from time to time) by and among Centric (F/K/A Differential Brands Group Inc.), as borrower, the lenders party thereto, and U.S. Bank National Association, as administrative agent and collateral agent.

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185.      “Second Lien Deficiency Claims” means any Second Lien Loan Claims, other than the Second Lien Secured Claims, under the Second Lien Credit Agreement, which shall be allowed in the aggregate amount of $553,000,000.²

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186.      “Second Lien Lenders” means the Holders of the Second Lien Credit Agreement Claims.

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187.      “Second Lien Loan Claims” means any Claims against any Debtor arising under, derived from, or based on the Second Lien Credit Agreement, including any accrued but unpaid interest as of the Petition Date, at the non-default rate under the Second Lien Credit Agreement, which shall (a) be Allowed in an aggregate amount of $724,240,770.19, and (b) shall comprise the Second Lien Secured Claims and the Second Lien Deficiency Claims.

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188.      “Second Lien Loans” means the term loans borrowed under, and on the terms set forth in, the Second Lien Credit Agreement.

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189.      “Second Lien Secured Claims” means any Second Lien Loan Claim against any Debtor that is a Secured Claim which shall be Allowed in amounts equal to the Allowed Second Lien Loan Claims less the Second Lien Deficiency Claims.

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190.      “Secured” means, when referring to a Claim, a Claim secured by a Lien on property in which the applicable Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by a Final Order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the applicable creditor’s interest in such

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2       Allowed amount of the Second Lien Deficiency Claim is based on the midpoint of the Debtors’ valuation analysis attached to the Disclosure Statement. Such Allowed amount is subject to adjustment based on valuation as determined by the Bankruptcy Court to the extent different than the midpoint of the Debtors’ valuation analysis.

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Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, in each case, as determined pursuant to section 506(a) of the Bankruptcy Code.

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191.      “Secured Tax Claim” means any Secured Claim against any Debtor that, absent its secured status, would be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of time limitations), including any related Secured Claim for penalties. For the avoidance of doubt, each Secured Tax Claim is an Other Secured Claim.

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

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193.      “Securities and Exchange Commission” means the United States Securities and Exchange Commission.

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194.      “Securities Exchange Act” means the Securities Exchange Act of 1934, 15 U.S.C. §§ 78a–78nn.

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

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196.      “Special Committee” means the committee of independent directors of the Company’s board of directors and includes directors Walter McLallen, Patrick J. Bartels, Jr., and Glenn Krevlin.

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197.      “Specified Equity Holders” means GSO Capital Opportunities Fund III LP, GSO CSF III Holdco LP, GSO Aiguille des Grands Montets Fund II LP, GSO Credit Alpha II Trading (Cayman) LP, GSO Harrington Credit Alpha Fund (Cayman) L.P., BTO Legend Holdings (Cayman)- NQ L.P., and Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ - ESC L.P., in their respective capacities as holders of the Centric Interests.

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198.      “Subordination Claims” means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an Affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; (c) for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim; or (d) arising under section 510(c) of the Bankruptcy Code; provided that a Subordination Claim shall not include any claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an equity interest.

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199.      “Supplemental DIP Financing Agent” means any agent under the Supplemental DIP Financing in accordance with the Supplemental DIP Financing Documents.

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200.      “Supplemental DIP Financing Agreement” means, the credit agreement delivered or entered into in connection with the Supplemental DIP Financing Facility, which shall be consistent with the Restructuring Support Agreement, the Plan and otherwise reasonably acceptable to the Debtors and the Required Consenting Creditors.

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201.      “Supplemental DIP Financing Documents” means, collectively, all agreements, documents, and instruments delivered or entered into in connection with the Supplemental DIP Financing (including any guarantee agreements, pledge and collateral agreements, and other security documents), which shall be consistent with the Restructuring Support Agreement, the Plan and otherwise reasonably acceptable to the Debtors and the Required Consenting Creditors.

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202.      “Supplemental DIP Financing Facility” means any senior secured debtor in possession financing facility provided to the Debtors pursuant to the Supplemental DIP Financing Documents if needed and consistent with the terms of the Restructuring Support Agreement.

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203.      “Supplemental DIP Financing Facility Claims” means Claims arising under, derived from, or based on the Supplemental DIP Financing Facility or the Supplemental DIP Financing Documents.

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204.      “Supplemental DIP Financing Lenders” means the lenders under the Supplemental DIP Financing Facility in accordance with the Supplemental DIP Financing Documents.

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205.      “Tengram” means TCP Denim, LLC, Tengram Capital Partners Fund II, L.P., Tengram Capital Partners Gen 2 Fund, L.P., Tengram Capital Associates, LLC, RG II Blocker, LLC, and any Affiliate of the foregoing (other than the Debtors).

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206.      “Tengram Directors” means any current or former directors or managers of the Debtors appointed or designated by Tengram.

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207.      “Tengram Payment” means a Cash payment to settle any and all alleged Claims and Causes of Action held by the Debtors against Tengram and the Tengram Directors to be paid to the Claims Cash Pool on the Effective Date or as soon as practicable thereafter, in the amount of $900,000, of which only $25,000 will be paid from the balance sheet of the Reorganized Debtors.

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208.      “Third Party Release” means the releases set forth in Article VIII.D of this Plan.

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209.      “Transaction Expenses” means all reasonable and documented fees and costs and expenses of each of the Consenting Creditors, in each case (a) in connection with the negotiation, formulation, preparation, execution, delivery, implementation, confirmation, consummation and/or enforcement of the Restructuring Support Agreement, the Plan, the Disclosure Statement and/or any of the other Restructuring Documents, and/or the transactions contemplated thereby, and/or any amendments, waivers, consents, supplements or other modifications to any of the foregoing and (b) as provided in the DIP Orders.

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210.      “U.S. Trustee” means the United States Trustee for Region 2.

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211.      “Unexpired Lease” means a lease 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.

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212.      “Unimpaired” means, with respect to a Claim or a Class of Claims or Interests, a Claim or an Interest that is unimpaired within the meaning of section 1124 of the Bankruptcy Code.

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213.     “Unsecured” means, with respect to any Claim, any Claim that is not a Secured Claim.

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214.      “Voting Deadline” means 5:00 p.m. (Eastern Time) on September 4, 2020, as specifically set forth in the Disclosure Statement Order, which is the deadline for submitting Ballots to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code.

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B.           Rules of Interpretation

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For purposes herein: (a) 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; (b) except as otherwise provided herein, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (c) 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 Plan; (d) unless otherwise specified herein, all references herein to “Articles” are references to Articles of the Plan or hereto; (e) unless otherwise stated herein, the words “herein,” “hereof,” and ‘‘hereto’’ refer to the Plan in its entirety rather than to a particular portion of the Plan; (f) 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; (g) 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”; (h) unless otherwise specified, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the Plan; (i) any capitalized term used 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; (j) 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; (k)  references to “Proofs of Claim,” “Holders of Claims,” “disputed Claims,” and the like shall include “Proofs of Interest,” “Holders of Interests,” “disputed Interests,” and the like as applicable; (l)  references to “shareholders” shall also include “stockholders,” as such terms are defined under the applicable state corporate or limited liability company laws; (m) references to “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable and vice versa, as such terms are defined under the applicable state corporate or  limited  liability company laws; (n) any immaterial effectuating provisions may be interpreted by the Debtors, with the consent of Required Consenting Creditors (which consent shall not be unreasonably withheld or delayed) and in consultation with the Committee, or after the Effective Date, the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; and (o) except as otherwise provided, any references to the Effective Date shall mean the Effective Date or as soon as reasonably practicable thereafter.

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C.           Computation of Time

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

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D.           Governing Law

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Unless a rule of law or procedure is supplied by United States 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 corporate or limited liability company governance matters relating to the Debtors or the Reorganized Debtors, as applicable, not incorporated or formed (as applicable) in the State of New York shall be governed by the laws of the state of incorporation or formation (as applicable) of the applicable Debtor or Reorganized Debtor.

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E.            Reference to Monetary Figures

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

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F.           Reference to the Debtors or the Reorganized Debtors

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Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors or the Reorganized Debtors shall mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires.

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G.           Controlling Document

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In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event of an inconsistency between the Plan and 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 Restructuring Support Agreement and the Plan, the Plan shall control. In the event of an inconsistency between the Confirmation Order and any of the Plan, the Disclosure Statement, or the Plan Supplement, the Confirmation Order shall control.

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ARTICLE II.

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ADMINISTRATIVE CLAIMS AND PRIORITY CLAIMS

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In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, including PNC Securitization Facility Claims, DIP Claims, Professional Fee Claims, Transaction

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Expenses, and Priority Tax Claims have not been classified and, thus, are excluded from the classification of Claims and Interests set forth in Article III.

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A.            Administrative Claims

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Except with respect to Professional Fee Claims, Transaction Expenses, PNC Securitization Facility Claims and DIP Claims, and except to the extent that an Administrative Claim has already been paid during the Chapter 11 Cases or a Holder of an Allowed Administrative Claim and the applicable Debtor, prior to the Effective Date, or the applicable Reorganized Debtor after the Effective Date, agree to less favorable treatment, each Holder of an Allowed Administrative Claim shall be paid in full in Cash: (a) if such Administrative Claim is Allowed as of the Effective Date, not later than the Effective Date; (b) if such Administrative Claim is not Allowed as of the Effective Date, upon entry of an Final Order Allowing such Claim, or as soon as reasonably practicable thereafter; provided that if an Allowed Administrative Claim arises from liabilities incurred by the Estates in the ordinary course of business after the Petition Date, such Claim shall be paid in accordance with the terms and conditions of the particular transaction giving rise to such Claim in the ordinary course.

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Except as otherwise provided in this Article II.A and except with respect to Administrative Claims that are Professional Fee Claims, Transaction Expenses, PNC Securitization Facility Claims or DIP Claims, requests for payment of Allowed Administrative Claims must be Filed and served on the Reorganized Debtors pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order no later than the Administrative Claims Bar Date; provided, however that the Administrative Claims Bar Date does not apply to Professional Fee Claims, Transaction Expenses or Administrative Claims arising in the ordinary course of business.

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Notwithstanding the foregoing, (i) requests for payment of fees and expenses of professionals compensated pursuant to the DIP Orders are not required to File and serve such requests other than in compliance with the procedures set forth in the DIP Orders, and (ii) requests for reimbursement of Transaction Expenses are not required to be Filed and served.

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HOLDERS OF ADMINISTRATIVE CLAIMS THAT ARE REQUIRED TO, BUT DO NOT, FILE AND SERVE A REQUEST FOR PAYMENT OF SUCH ADMINISTRATIVE CLAIMS BY THE ADMINISTRATIVE CLAIMS BAR DATE SHALL BE FOREVER BARRED, ESTOPPED, AND ENJOINED FROM ASSERTING SUCH ADMINISTRATIVE CLAIMS AGAINST THE DEBTORS, THE REORGANIZED DEBTORS, OR THEIR RESPECTIVE PROPERTY AND ASSETS AND SUCH ADMINISTRATIVE CLAIMS SHALL BE DEEMED DISCHARGED AS OF THE EFFECTIVE DATE.

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B.            PNC Securitization Facility Claims.

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All PNC Securitization Facility Claims shall be Allowed Claims. On or after the Effective Date, unless otherwise agreed by the holder of a PNC Securitization Facility Claim and the applicable Debtor or Reorganized Debtor, Allowed PNC Securitization Facility Claims will be either (a) satisfied in the ordinary course of business in accordance with the terms of the PNC

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Securitization Facility, as amended and extended on the Effective Date; or (b) paid in Cash in an amount equal to the full amount of those Claims or otherwise satisfied in full pursuant to the terms of the PNC Securitization Facility.

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C.         L/C Facility Claims

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All L/C Facility Claims shall be Allowed Claims. On or after the Effective Date, unless otherwise agreed by the holder of a L/C Facility Claim and the applicable Debtor or Reorganized Debtor, Allowed L/C Facility Claims will be either (a) satisfied in the ordinary course of business in accordance with the terms of the L/C Facility, as amended and extended on the Effective Date; or (b) paid in Cash in an amount equal to the full amount of those Claims or otherwise satisfied in full pursuant to the terms of the L/C Facility.

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D.         DIP Claims

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All DIP Claims shall be deemed Allowed as of the Effective Date in an amount equal to (a) the principal amount of loans and the amount of letter of credit obligations outstanding under the DIP Credit Agreements on such date, (b) all accrued and unpaid interest thereon to the date of payment and (c) all accrued and unpaid fees, expenses and noncontingent indemnification obligations payable under the DIP Credit Agreements and the DIP Orders.

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1.          DIP Revolving Loan Claims

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Except to the extent that a Holder of an Allowed DIP Revolving Loan Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed DIP Revolving Loan Claim, each such Holder of an Allowed DIP Revolving Loan Claim shall either (i) in the event the conditions set forth in the DIP Revolving Loan Credit Agreement regarding the conversion of the DIP Revolving Loan Facility to the Exit First Lien Revolving Credit Facility have been satisfied or waived, receive the face amount of its Allowed DIP Revolving Loan Claim in indebtedness and letter of credit obligations in the Exit First Lien Revolving Loan Facility; or (ii) in the event the Exit First Lien Revolving Loan Facility is not entered into because the conditions set forth in the DIP Revolving Loan Credit Agreement regarding the conversion of the DIP Revolving Loan Facility to the Exit First Lien Revolving Loan Facility have not been satisfied or waived, payment in full in Cash (or delivery of Cash Collateral, in respect of letter of credit obligations in accordance with the terms of the DIP Revolving Loan Credit Agreement). Contemporaneously with satisfaction of the foregoing (i) or (ii), the DIP Revolving Loans and the DIP Revolving Loan Documents shall be deemed canceled, surrendered, and discharged, all Liens on property of the Debtors and the Reorganized Debtors arising out of or related to the DIP Revolving Loans shall automatically terminate, and all Collateral subject to such Liens shall be automatically released, in each case without further action by the DIP Revolving Credit Facility Agent or DIP Revolving Loan Lenders and all guarantees of the Debtors and Reorganized Debtors arising out of or related to the DIP Revolving Loan Claims shall be automatically discharged, satisfied in full and released, in each case without further action by the DIP Revolving Credit Facility Agent or DIP Revolving Loan Lenders pursuant to the terms of the DIP Revolving Loans; provided, that such matters which by their express terms survive the termination of the DIP Revolving Credit Facility shall survive the occurrence of the Effective Date, including the DIP Agents’ and the DIP Lenders’ right to reimbursement and indemnification from

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the Debtors pursuant and subject to the terms of the DIP Credit Agreements and DIP Orders. The DIP Revolving Credit Facility Agent or DIP Revolving Loan Lenders shall take all actions to effectuate and confirm such termination, release and discharge as reasonably requested by the Debtors or the Reorganized Debtors.

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2.          DIP Term Loan Claims

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Except to the extent that a Holder of an Allowed DIP Term Loan Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed DIP Term Loan Claim, each Holder of such Allowed DIP Term Loan Claim shall receive the face amount of its Allowed DIP Term Loan Claim, including accrued and unpaid interest through the Effective Date at the interest rate set forth in the DIP Term Loan Credit Agreement, in indebtedness under the Exit First Lien Term Loan Facility. Contemporaneously with the foregoing payment, the DIP Term Loans and the DIP Term Loan Documents, shall be deemed canceled, all Liens on property of the Debtors and the Reorganized Debtors arising out of or related to the DIP Term Loan shall automatically terminate, and all Collateral subject to such Liens shall be automatically released, in each case without further action by the DIP Term Loan Agent or the DIP Term Loan Lenders, and all guarantees of the Debtors and Reorganized Debtors arising out of or related to the DIP Term Loan Claims shall be automatically discharged and released, in each case without further action by the DIP Term Loan Agent or the DIP Term Loan Lenders pursuant to the terms of the DIP Term Loans. The DIP Term Loan Agent and the DIP Term Loan Lenders shall take all actions to effectuate and confirm such termination, release and discharge as reasonably requested by the Debtors or the Reorganized Debtors.

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3.          Supplemental DIP Financing Facility Claims (if any)

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Except to the extent that a Holder of a Supplemental DIP Financing Facility Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed Supplemental DIP Financing Facility Claim, each Holder of such Allowed Supplemental DIP Financing Facility Claim shall receive the face amount of its Supplemental DIP Financing Facility Claim in indebtedness under the Exit First Lien Term Loan Facility. Contemporaneously with the foregoing payment, the Supplemental DIP Financing Facility and the Supplemental DIP Financing Documents shall be deemed canceled, all Liens on property of the Debtors and the Reorganized Debtors arising out of or related to the Supplemental DIP Financing Facility shall automatically terminate, and all Collateral subject to such Liens shall be automatically released, in each case without further action by the Supplemental DIP Financing Lenders or the Supplemental DIP Financing Agent and all guarantees of the Debtors and Reorganized Debtors arising out of or related to the Supplemental DIP Financing Facility Claims shall be automatically discharged and released, in each case without further action by the Supplemental DIP Financing Lenders, or the Supplemental DIP Financing Agent pursuant to the terms of the Supplemental DIP Financing Facility. The Supplemental DIP Financing Agent and the Supplemental DIP Financing Lenders shall take all actions to effectuate and confirm such termination, release and discharge as reasonably requested by the Debtors or the Reorganized Debtors.

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E.            Professional Fee Claims

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1.          Final Fee Applications

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All final requests for payment of Professional Fee Claims must be Filed with the Bankruptcy Court no later than the first Business Day that is sixty (60) days after the Effective Date unless otherwise ordered by the Bankruptcy Court.

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2.          Professional Fee Claims Estimate

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Professionals shall estimate in good faith their unpaid Professional Fee Claims and other unpaid fees and unreimbursed expenses incurred in rendering services to the Debtors before and as of the Effective Date and shall deliver such good faith estimate to the Debtors and counsel to the Required Consenting Creditors no later than five (5) 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 the Professional’s final request for payment of Filed Professional Fee Claims. If a Professional does not provide an estimate, the Debtors shall estimate in good faith the unpaid and unbilled fees and expenses of such Professional.

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3.          Professional Fee Escrow Account

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If the Professional Fee Claims Estimate is greater than zero, as soon as reasonably practicable after the Confirmation Date and no later than the Effective Date, the Debtors shall establish and fund the Professional Fee Escrow with Cash equal to the Professional Fee Claims Estimate, and no Liens, Claims, or interests shall encumber the Professional Fee Escrow in any way (whether on account of the Exit First Lien Revolving Loan Facility, the Exit Securitization Facility, the Exit First Lien Term Loan Facility, or otherwise). The Professional Fee Escrow (including funds held in the Professional Fee Escrow) (x) shall not be and shall not be deemed property of the Debtors or the Reorganized Debtors and (y) shall be held in trust for the Professionals; provided, that funds remaining in the Professional Fee Escrow after all Allowed Professional Fee Claims have been irrevocably paid in full shall revert to the Reorganized Debtors. Allowed Professional Fee Claims shall be paid in Cash to such Professionals from funds held in the Professional Fee Escrow when such Claims are Allowed by an order of the Bankruptcy Court; provided, that the Debtors’ and Reorganized Debtors’ obligations with respect to Professional Fee Claims shall not be limited nor deemed limited in any way to the balance of funds held in the Professional Fee Escrow, as such amounts are solely estimates.

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If the amount in the Professional Fee Escrow is insufficient to fund payment in full of all Allowed amounts owing to Professionals, the deficiency shall be promptly funded by the Debtors or the Reorganized Debtors, as applicable, to the Professional Fee Escrow without any further action or order of the Bankruptcy Court.

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4.          Post-Effective Date Fees and Expenses

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Except as otherwise specifically provided in the Plan, on and after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall, in the ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable legal, professional, or other fees and expenses related to implementation of the Plan

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and Consummation incurred by the Debtors and the Reorganized Debtors. Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331, 363, and 1103 of the Bankruptcy Code in seeking retention for services rendered after such date shall terminate, and the Debtors, the Reorganized Debtors, or the Creditors’ Oversight Administrator, as applicable, may employ any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court.

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F.            Priority Tax Claims

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Except to the extent that a Holder of an Allowed Priority Tax Claim and the applicable Debtor prior to the Effective Date, or after the Effective Date, the applicable Reorganized Debtor 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 be treated in accordance with the terms set forth in section 1129(a)(9) of the Bankruptcy Code and, for the avoidance of doubt, holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and 1129(a)(9) of the Bankruptcy Code.

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G.            Payment of U.S. Trustee Statutory Fees

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All fees payable pursuant to 28 U.S.C. § 1930(a), together with any interest thereon pursuant to 31 U.S.C. § 3717, shall be paid for each quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed, or closed, whichever occurs first, by the Debtors or the Reorganized Debtors, as applicable.

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ARTICLE III.

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CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

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A.            Summary of Classification

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

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The classification of Claims and Interests against each Debtor pursuant to the Plan is as set forth below. Under the Plan, the Debtors are referenced collectively solely for purposes of describing treatment under the Plan, confirmation of the Plan and making distributions in respect of Claims against and Interests in the Debtors under the Plan. This grouping of the Debtors shall not affect any Debtor’s status as an independent and separate legal entity, alter the organizational structure of the Debtors’ business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger or consolidation of any legal entities, nor cause the transfer of any assets

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or the assumption of any liabilities. Except as otherwise provided by or permitted in the Plan, each of the Debtors shall continue to exist as a separate legal entity. The Plan shall constitute a separate Plan for each of the Debtors, and the classification of Claims and Interests set forth herein shall apply separately to each of the Debtors. All of the potential Classes for the Debtors are set forth herein. Certain of the Debtors may not have Holders of Claims or Interests in a particular Class or Classes, and such Class shall be treated as set forth in Article III.F.

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B.         Class Identification

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

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C.            Treatment of Claims and Interests

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1.         Class 1 – Other Priority Claims.

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a.         Classification: Class 1 consists of Other Priority Claims.

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b.         Treatment: Except to the extent that a Holder of an Allowed Other Priority Claim and the applicable Debtor prior to the Effective Date, or the applicable Reorganized Debtor after the Effective Date, agree to a less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such Other Priority Claim, each such Holder shall receive either (i) payment in full, in Cash, of the unpaid portion of its Other Priority Claim or (ii) treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code, in each case, on or as soon as practicable after the later to occur of (x) the Effective Date and (y) the date such Claim becomes Allowed (or, if payment is not then due, such payment shall be paid in accordance with its terms in the ordinary course).

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c.         Voting: Class 1 is Unimpaired under the Plan. Each Holder of an Other Priority Claim is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, each Holder of an Other Priority Claim is not entitled to vote to accept or reject the Plan.

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2.         Class 2 – Other Secured Claims.

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a.         Classification: Class 2 consists of Other Secured Claims.

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a.         Treatment: Except to the extent that a Holder of an Allowed Other Secured Claim and the applicable Debtor prior to the Effective Date, or the applicable Reorganized Debtor after the Effective Date, agree to a less favorable treatment, on the Effective Date, or as soon as reasonably practicable thereafter, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such Allowed Other Secured Claim, each such Holder shall receive, at the election of the applicable Debtor(s), with the consent of the Required Consenting Creditors, or the Reorganized Debtor(s), as applicable:

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(i)        payment in full in Cash of the unpaid portion of such Holder’s Allowed Other Secured Claim on the Effective Date or as soon thereafter as reasonably practicable (or if payment is not then due, shall be paid in accordance with its terms in the ordinary course);

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(ii)       Reinstatement of such Holder’s Allowed Other Secured Claim;

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(iii)      the applicable Debtor’s interest in the Collateral securing such Holder’s Other Secured Claim; or

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(iv)      such other treatment rendering such Holder’s Allowed Other Secured Claim unimpaired pursuant to section 1124 of the Bankruptcy Code.

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b.         Voting: Class 2 is Unimpaired under the Plan. Each Holder of an Allowed Other Secured Claim is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, each Holder of an Other Secured Claim is not entitled to vote to accept or reject the Plan, except to the extent the Holder of an Allowed Other Secured Claim agrees to less favorable treatment and is therefore impaired and thereby entitled to vote to accept or reject the Plan.

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3.          Class 3 – First Lien Term Loan Claims. As part of a settlement under Bankruptcy Rule 9019, which settlement is conditioned on the occurrence of the Effective Date, the First Lien Term Loan Lenders and the Debtors have agreed as follows:

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a.         Classification: Class 3 consists of all First Lien Term Loan Claims.

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b.         Allowance: The First Lien Term Loan Claims shall be Allowed in the aggregate principal amount equal to $635,065,853.90, plus any accrued but unpaid interest, at the non-default rate under the First Lien Credit Agreement, through the Effective Date.

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c.         Treatment: On the Effective Date, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such Claims, each Holder of a First Lien Term Loan Claim, in each case without duplication among the Debtors, shall receive (i) the face amount of its Allowed First Lien Term Loan Claim in indebtedness under the Exit First Lien Term Loan Facility; and (ii) its Pro Rata share of thirty percent (30%) of the Reorganized Centric Equity Interests, subject to dilution by the Management Incentive Plan (if any).

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d.         Voting: Class 3 is Impaired under the Plan. Each Holder of a First Lien Term Loan Claim is entitled to vote to accept or reject the Plan.

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4.         Class 4 – Second Lien Secured Claims. As part of a settlement under Bankruptcy Rule 9019, which settlement is conditioned on the occurrence of the Effective Date, the Second Lien Lenders and the Debtors have agreed as follows:

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a.          Classification: Class 4 consists of all Second Lien Secured Claims.

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b.         Allowance: The Second Lien Loan Claims shall be Allowed in the aggregate principal amount equal to $724,240,770.19. The Second Lien Secured Claims shall be Allowed in amounts equal to the aggregate Allowed Second Lien Loan Claims less the Second Lien Deficiency Claims.

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c.         Treatment: On the Effective Date, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such Claims, each Holder of a Second Lien Secured Claim, in each case without duplication among the Debtors, shall receive, its Pro Rata share of seventy percent (70%) of the Reorganized Centric Equity Interests, subject to dilution by the Management Incentive Plan (if any).

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d.         Voting: Class 4 is Impaired under the Plan. Each Holder of a Second Lien Secured Claim is entitled to vote to accept or reject the Plan.

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5.          Class 5 – Hudson Notes Claims.

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a.         Classification: Class 5 consists of all Hudson Notes Claims.

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b.         Treatment: Except to the extent that a Holder of a Hudson Notes Claim agrees to a less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each such Claim, each Holder of an Allowed Hudson Notes Claim shall receive its Pro Rata share of the Claims Cash Pool, determined by the amount of Allowed Hudson Notes Claims divided by the amount of Allowed Hudson Notes Claims plus the amount of Allowed General Unsecured Claims other than the Second Lien Deficiency Claims and 2024 Convertible Notes Claims, as the Second Lien Lenders and the Holders of the 2024 Convertible Notes Claims will be deemed to have waived their rights to receive any recovery on account of the Second Lien Deficiency Claim and 2024 Convertible Notes Claims, respectively, and the Second Lien Lenders will be deemed to have waived their rights under section 4 of the Hudson Notes to the turnover of any payment or distribution made to a Holder of a Hudson Notes Claim prior to the payment in full of the Second Lien Loan Claims.

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c.         Voting: Class 5 is Impaired under the Plan. Each Holder of an Allowed Hudson Notes Claim is entitled to vote to accept or reject the Plan.

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6.         Class 6 – General Unsecured Claims.

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a.          Classification: Class 6 consists of all General Unsecured Claims.

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b.          Treatment: Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each such Claim, each Holder of an Allowed General Unsecured Claim other than a Second Lien Deficiency Claim or 2024 Convertible Notes Claim shall receive its Pro Rata share of the Claims Cash Pool, determined by the amount of General Unsecured Claims divided by the amount of Allowed Hudson Notes Claims plus the amount of Allowed General Unsecured Claims other than the Second Lien Deficiency Claims or 2024 Convertible Notes Claims, as the Second Lien Lenders and the Holders of the 2024 Convertible Notes Claims will be deemed to have waived their rights to receive any recovery on account of the Second Lien Deficiency Claim and the 2024 Convertible Notes Claims, respectively.

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c.          Voting: Class 6 is Impaired under the Plan. Each Holder of an Allowed General Unsecured Claim is entitled to vote to accept or reject the Plan.

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7.         Class 7 – Subordination Claims.

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a.         Classification: Class 7 consists of all Subordination Claims.

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

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c.         Voting: Holders of Subordination Claims are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, Holders of Subordination Claims are not entitled to vote to accept or reject the Plan.

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8.         Class 8 – Intercompany Claims.

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a.         Classification: Class 8 consists of all Intercompany Claims.

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b.         Treatment: Subject to Article III.J of the Plan, Intercompany Claims shall be, at the election of the applicable Debtor(s), with the consent of the Required Consenting Creditors, or the Reorganized Debtor(s), as applicable, either: (i) Reinstated; or (ii) canceled and released without any distribution on account of such Claims.

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c.         Voting: Holders of Intercompany Claims are deemed to have accepted or rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, Holders of Intercompany Claims are not entitled to vote to accept or reject the Plan.

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9.         Class 9 – Intercompany Interests.

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a.          Classification: Class 9 consists of all Intercompany Interests.

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b.         Treatment: Subject to Article III.J of the Plan, Intercompany Interests shall be, at the election of the applicable Debtor(s), with the consent of the Required Consenting Creditors, or the Reorganized Debtor(s), as applicable, either: (i) Reinstated; or (ii) canceled and released without any distribution on account of such Claims.

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c.         Voting: Holders of Intercompany Interests are deemed to have accepted or rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, Holders of Intercompany Interests are not entitled to vote to accept or reject the Plan.

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10.       Class 10 – Centric Interests.

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a.          Classification: Class 10 consists of all Centric Interests.

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b.         Treatment: On the Effective Date, all Centric Interests shall be canceled without any distribution on account of such Interests.

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c.          Voting: Holders of Centric Interests are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, Holders of Centric Interests are not entitled to vote to accept or reject the Plan.

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D.           Special Provision Governing Unimpaired Claims

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Except as otherwise specifically provided in the Plan, nothing herein shall be deemed to affect, diminish, or impair the Debtors’ or the Reorganized Debtors’ rights and defenses, both legal and equitable, with respect to any Reinstated Claim or Unimpaired Claim, including legal and equitable defenses to setoffs or recoupment against Reinstated Claims or Unimpaired Claims; and, except as otherwise specifically provided in the Plan, nothing herein shall be deemed to be a waiver or relinquishment of any Claim, Cause of Action, right of setoff, or other legal or equitable defense which the Debtors had immediately prior to the Petition Date, against or with respect to any Claim that is Unimpaired by the Plan. Except as otherwise specifically provided in the Plan, the Reorganized Debtors shall have, retain, reserve, and be entitled to assert all such Claims, Causes of Action, rights of setoff, and other legal or equitable defenses which the Debtors had immediately prior to the Petition Date fully as if the Chapter 11 Cases had not been commenced, and all of the Reorganized Debtors’ legal and equitable rights with respect to any Reinstated Claim or Claim that is Unimpaired by this Plan may be asserted after the Confirmation Date and the Effective Date to the same extent as if the Chapter 11 Cases had not been commenced.

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

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Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by an Impaired Class of Claims. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests.

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F.           Elimination of Vacant Classes

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

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G.           Voting Classes; Presumed Acceptance by Non-Voting Classes

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If a Class contains Claims eligible to vote and no Holders of Claims eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed to have been accepted by the Holders of such Claims in such Class.

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H.           Controversy Concerning Impairment

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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.

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I.             Nonconsensual Confirmation

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Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by an Impaired Class of Claims. The Debtors shall seek Confirmation pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests.

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J.            Intercompany Claims and Interests

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To the extent Reinstated under the Plan, distributions on account of Intercompany Claims and Intercompany Interests are not being received by Holders of such Intercompany Claims or Intercompany Interests on account of their Intercompany Claims or Intercompany Interests, as applicable, but for the purposes of administrative convenience and due to the importance of maintaining the corporate structure and for purposes of tax efficiency, for the ultimate benefit of the Holders of Reorganized Centric Equity Interests, and in exchange for the Debtors’ and Reorganized Debtors’ agreement under the Plan to make certain distributions to the Holders of Allowed Claims.

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ARTICLE IV.

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MEANS FOR IMPLEMENTATION OF THE PLAN

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A.            No Substantive Consolidation; General Unsecured Recoveries

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The Plan is being proposed as a joint plan of reorganization of the Debtors for administrative purposes only and constitutes a separate chapter 11 plan of reorganization for each Debtor. The Plan is not premised upon the substantive consolidation of the Debtors with respect to the Classes of Claims or Interests set forth in the Plan; provided that the Reorganized Debtors may consolidate Allowed General Unsecured Claims into one Estate for purposes of distributions in accordance with the Plan.

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B.            Sources of Consideration for Plan Distributions

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The Reorganized Debtors shall fund distributions under the Plan with (a) Cash on hand; (b)  the issuance and distribution of Reorganized Centric Equity Interests; (c) proceeds from the Exit First Lien Revolving Loan Facility; (d) proceeds from the Exit Securitization Facility; (e) proceeds from the Exit First Lien Term Loan Facility; and (f) the Tengram Payment.

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C.            Plan Settlement.

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Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors,

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their Estates, and Holders of Claims and Interests and is fair, equitable, and is within the range of reasonableness.

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D.            Issuance and Distribution of Reorganized Centric Equity Interests

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Upon the Effective Date, the issuance of the Reorganized Centric Equity Interests shall be authorized without the need for any further corporate action and without any further action by the Holders of Claims or Interests.

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On the Effective Date, certain applicable Holders of Claims shall receive Reorganized Centric Equity Interests in exchange for their Claims in accordance with Article III.C.

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All of the Reorganized Centric Equity Interests issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of the Reorganized Centric Equity Interests under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance.

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On the Effective Date, Reorganized Centric and each of the other Reorganized Debtors shall be a private company. Reorganized Centric and any of the Reorganized Debtors shall take all necessary action immediately on or after the Effective Date to suspend any requirement to (a) be a reporting company under the Securities Exchange Act and (b) file reports with the Securities and Exchange Commission. In order to prevent the Reorganized Debtors from becoming subject to the reporting requirements of the Securities Exchange Act, except in connection with a public offering, the Reorganized Centric Organizational Documents may impose transfer restrictions, and the Reorganized Centric Equity Interests shall be subject to transfer and other restrictions pursuant to the Reorganized Centric Organizational Documents.

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For the avoidance of doubt, any claimant’s consensual receipt of Reorganized Centric Equity Interests shall be deemed as such claimant’s agreement to the Reorganized Centric Organizational Documents, as the same may be amended or modified from time to time following the Effective Date in accordance with their terms. The Reorganized Centric Organizational Documents shall be binding on all Entities receiving, and all holders of, the Reorganized Centric Equity Interests (and their respective successors and assigns), whether any such Reorganized Centric Equity Interests is received or to be received on or after the Effective Date and regardless of whether such Person executes or delivers a signature page to the Reorganized Centric Organizational Documents.

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E.            Exit Facilities

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On the Effective Date, the Exit Facilities Documents shall constitute legal, valid, binding, and authorized obligations of the Reorganized Debtors, enforceable in accordance with their terms. The financial accommodations to be extended pursuant to the Exit Facilities Documents are being extended, and shall be deemed to have been extended, in good faith, for legitimate business purposes, are reasonable, shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever, and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy

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Code or any other applicable non-bankruptcy law. On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Facilities Documents (1) shall be deemed to be granted, (2) shall be legal, binding, and enforceable Liens on, and security interests in, the Collateral granted thereunder in accordance with the terms of the Exit Facilities Documents, (3) shall be deemed automatically perfected on the Effective Date (without any further action being required by the Debtors, the Reorganized Debtors, the applicable Exit Financing Agent, or any of the applicable Exit Financing Lenders), having the priority set forth in the Exit Facilities Documents and subject only to such Liens and security interests as may be permitted under the Exit Facilities Documents, and (4) shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and the Entities granted such Liens and security interests are authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order, and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties.

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1.          Exit First Lien Revolving Loan Facility

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On the Effective Date, in the event the conditions set forth in the DIP Revolving Loan Credit Agreement regarding the conversion of the DIP Revolving Loan Facility to the Exit First Lien Revolving Credit Facility have been satisfied or waived, Reorganized Centric as obligor and each of the Reorganized Debtors that are guarantors thereunder shall enter into the Exit First Lien Revolving Loan Facility, on terms set forth in the Exit First Lien Revolving Loan Facility Documents. The Exit First Lien Revolving Loan Facility shall be in an aggregate commitment amount of $275 million (the “Maximum Revolving Loan Facility Size”), which may be drawn up to an amount not to exceed the then-effective Borrowing Base (which shall be defined in a manner consistent with the “Borrowing Base” under the DIP Revolving Credit Facility, including until December 31, 2021, an overadvance line in the amount of $50 million), subject to the terms and conditions set forth in the Restructuring Term Sheet and otherwise consistent with those set forth in the DIP Revolving Loan Documents; provided that, if the Exit First Lien Revolving Loan Facility replaces the PNC Securitization Facility, the Maximum Revolving Loan Facility Size may, at the Debtors’ election, be increased on terms acceptable to the Debtors and the Required Consenting Creditors and at same or better advance rates on receivables and inventory that previously secured the PNC Securitization Facility.

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Confirmation shall be deemed approval of the Exit First Lien Revolving Loan Facility (including the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations and guarantees to be incurred and fees paid in connection therewith) to the extent not approved by the Court previously and the Debtors and the Reorganized Debtors are authorized to execute and deliver those documents necessary or appropriate to obtain the Exit First Lien Revolving Loan Facility, including the Exit First Lien Revolving Loan Facility Documents

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and any related documents, without further notice to or order of the Court, act or action under applicable law, regulation, order or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Debtors, with the consent of the Required Consenting Creditors, may deem to be necessary to consummate the Exit First Lien Revolving Loan Facility.

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2.          Exit Securitization Facility

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On the Effective Date either (i) the Reorganized Debtors shall enter into a new securitization facility with PNC and one or more providers thereof, on terms reasonably acceptable to the Debtors and the Required Consenting Creditors, or (ii) the Reorganized Debtors will enter into a new receivables financing facility with Centric Commercial Funding, L.P., on terms reasonably acceptable to the Debtors and the Required Consenting Creditors (either of the facilities described in clauses (i) or (ii), the “Exit Securitization Facility”), in each case, on terms set forth in the Exit Securitization Facility Documents.

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Confirmation shall be deemed approval of the Exit Securitization Facility (including the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations and guarantees to be incurred and fees paid in connection therewith) to the extent not approved by the Court previously and the Debtors and the Reorganized Debtors are authorized to execute and deliver those documents necessary or appropriate to obtain the Exit Securitization Facility, including the Exit Securitization Facility Documents and any related documents, without further notice to or order of the Court, act or action under applicable law, regulation, order or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Debtors, with the consent of the Required Consenting Creditors, may deem to be necessary to consummate the Exit Securitization Facility.

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3.          Exit First Lien Term Loan Facility

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Reorganized Centric as obligor and each of the Reorganized Debtors that are guarantors thereunder shall enter into the Exit First Lien Term Loan Facility on the Effective Date, on terms set forth in the Exit First Lien Term Loan Facility Documents. The Exit First Lien Term Loan Facility shall be in an aggregate principal amount equal to the sum of (a) the amount of DIP Term Loan Claims (including all PIK interest accrued thereunder through the Effective Date) plus (b) the amount of all First Lien Term Loan Claims (including all PIK interest accrued thereunder through the Effective Date).

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Confirmation shall be deemed approval of the Exit First  Lien Term Loan Facility (including the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations and guarantees to be incurred and fees paid in connection therewith) to the extent not approved by the Court previously and the Debtors are authorized to execute and deliver those documents necessary or appropriate to obtain the Exit First Lien Term Loan Facility, including the Exit First Lien Term Loan Facility Documents and any related documents, without further notice to or order of the Court, act or action under applicable law, regulation, order or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Debtors with the consent of the Required Consenting Creditors, may deem to be necessary to consummate the Exit First Lien Term Loan Facility.

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F.            Claims Cash Pool

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On the Effective Date, the Debtors shall (a) establish and fund the Claims Cash Pool Account, which shall be held in trust for Pro Rata distributions on account of Allowed General Unsecured Claims or Allowed Hudson Notes Claims as provided herein; and (b) fund the Creditors’ Oversight Administrator Escrow with the Creditors’ Oversight Administrator Funding Amount. Of the Claims Cash Pool, (a) $5,000,000 shall be deemed funded by the Holders of Second Lien Claims agreeing to allow a portion of their recoveries to be used for such funding; and (b) $900,000 shall be funded from the Tengram Payment.