West Marine - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• West Marine, Inc. and its debtor affiliates commenced these chapter 11 cases on May 17, 2026 (the “Petition Date”) in the Bankruptcy Court for the District of Delaware, and have since operated their business and managed their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
  • On May 18, 2026, the Bankruptcy Court authorized joint administration and procedural consolidation of the cases [Docket No. 46].
  • No trustee or examiner has been appointed. On May 29, 2026, the U.S. Trustee appointed an official committee of unsecured creditors (the “Committee”) [Docket No. 103].
• The Debtors entered into a Restructuring Support Agreement dated May 17, 2026 (the “RSA”), together with a restructuring term sheet and related exhibits and schedules, setting forth the terms and conditions of the Restructuring Transactions.
  • The “Consenting Stakeholders” consist of the Consenting Term Loan Lenders, the Consenting FILO Lenders, and the Consenting Equity Holders — in each case, holders of Term Loan Claims, Prepetition FILO Claims, or direct or indirect Interests in Marine One Holdco, LLC, respectively, that have executed and delivered counterpart signature pages, a joinder, or a transfer agreement to the RSA.
  • “Required” thresholds are set at a majority of the aggregate outstanding principal amount (or Interests) held by each respective consenting group; the “Required Consenting Lenders” comprise the Required Consenting Term Loan Lenders and Required Consenting FILO Lenders, and the “Required Consenting Stakeholders” comprise the Required Consenting Lenders and the Required Consenting Equity Holders.
  • All consultation, information, notice, and consent rights set forth in the RSA with respect to the Plan, its exhibits, the Plan Supplement, and all other Definitive Documents are incorporated into the Plan by reference and remain fully enforceable until the RSA is terminated in accordance with its terms.
• The Plan contemplates a Recapitalization Transaction providing for the equitization of the Allowed Term Loan Claims on the Effective Date and the distribution of all New Equity Interests to holders of Term Loan Claims.
  • The cases were filed, and the Plan proposed, for the legitimate purpose of (i) allowing the Debtors to implement the Restructuring Transactions, reorganize, and emerge with a capital structure permitting them to conduct their business and satisfy their obligations with sufficient liquidity and capital resources, and (ii) creating the GUC Trust on the Effective Date to administer the GUC Trust Assets.
  • The Debtors, the Committee, the Consenting Stakeholders, the Prepetition ABL Lenders, and their respective advisors participated in good faith, arm’s-length negotiations of the Plan and related documents, including the Plan Supplement. The Bankruptcy Court found the Plan was proposed in good faith and not by any means forbidden by law.
• Although proposed jointly for administrative convenience, the Plan constitutes a separate plan for each Debtor and does not provide for substantive consolidation. Entry of the Confirmation Order approves, under section 105(a), the limited consolidation of the Debtors and their Estates solely for (i) implementing the Plan, (ii) voting, and (iii) calculating and making distributions under the Plan and the GUC Trust Agreement.
  • As used in the Plan, “West Marine” is a defined term meaning Marine One Holdco, LLC — the top-level Debtor holding company — and is distinct from Debtor West Marine, Inc. Accordingly, Class 10 “Interests in West Marine” are the equity interests in Marine One Holdco, LLC. “Reorganized West Marine” will be Marine One Holdco, LLC (or another Reorganized Debtor designated in the Restructuring Transactions Memorandum) or a newly formed entity that directly or indirectly acquires substantially all of the Debtors’ assets and/or stock and issues the New Equity Interests.
• On August 11, 2026, the Bankruptcy Court approved the Disclosure Statement on a final basis as containing adequate information within the meaning of section 1125 of the Bankruptcy Code and confirmed the Plan in its entirety pursuant to section 1129 of the Bankruptcy Code.
  • The Bankruptcy Court found the Plan feasible and that Confirmation is not likely to be followed by liquidation of the Reorganized Debtors or the need for further financial reorganization, relying on the Agam Declaration, the Confirmation Brief, and the financial projections attached to the Disclosure Statement as Exhibit E, each of which it found reasonable, persuasive, credible, and uncontroverted.
  • The Court further found the Plan satisfies the best-interests test: each holder has accepted the Plan or will receive property of a value not less than it would receive in a chapter 7 liquidation, based on the Liquidation Analysis attached to the Disclosure Statement as Exhibit D.
  • Payments made or to be made for services or costs and expenses in connection with the Chapter 11 Cases have been or are subject to approval by the Bankruptcy Court as reasonable; the Plan contains no rate changes subject to regulatory jurisdiction; no other plan has been filed; the Plan’s principal purpose is not tax avoidance or avoidance of Section 5 of the Securities Act; and these are not small business cases.

Case Milestones

• Solicitation and notice milestones: the Combined Hearing Notice was filed June 24, 2026 [Docket No. 292] and published in The New York Times on June 26, 2026 [Docket No. 332]; Solicitation Packages, Non-Voting Status Notices, and the Combined Hearing Notice were distributed June 30, 2026 [Docket No. 471].
  • The initial Plan Supplement was filed July 21, 2026 [Docket No. 441], amended August 6, 2026 [Docket No. 484], and further amended August 10, 2026 [Docket No. 504].
  • The Second Amended Plan was filed August 6, 2026 [Docket No. 478], and the Second Amended Plan (Technical Modifications) — the confirmed Plan — was filed August 10, 2026 [Docket No. 506].
  • Also filed August 6, 2026: the Voting Report (Reitzel Declaration) [Docket No. 481], the Agam Declaration [Docket No. 486], the Bremer Declaration [Docket No. 482], the Kahn Declaration [Docket No. 483], and the Confirmation Brief [Docket No. 487].
  • The Bankruptcy Court entered the Final Cash Collateral Order on August 3, 2026 [Docket No. 461], following the Interim Cash Collateral Order entered May 19, 2026 [Docket No. 71].
• On June 23, 2026, the Bankruptcy Court entered the Conditional Disclosure Statement Order, which, among other things, conditionally approved the Disclosure Statement, approved the Solicitation and Voting Procedures and Solicitation Packages, and set the following dates:
  • July 31, 2026, at 4:00 p.m. (prevailing Eastern Time) — deadline for receipt of all Ballots and Opt-In/Opt-Out Forms by Kurtzman Carson Consultants, LLC dba Verita Global, the Claims, Noticing, and Solicitation Agent.
  • August 3, 2026, at 4:00 p.m. (prevailing Eastern Time) — deadline for objections to the Disclosure Statement and the Plan.
  • August 11, 2026, at 10:00 a.m. (prevailing Eastern Time) — Combined Hearing.
• The Debtors are authorized to consummate the Plan at any time after entry of the Confirmation Order, subject to satisfaction or waiver by the required parties of the conditions precedent to the Effective Date set forth in Article IX.A of the Plan.

Voting Results

• Holders of Claims in Classes 3, 4, 5, and 6 (the “Voting Classes”) were eligible to vote on the Plan; as evidenced by the Voting Report, each of these Impaired Classes voted to accept the Plan in both number and amount as required by section 1126 of the Bankruptcy Code, determined without including any acceptance by an insider.
• Classes 1 and 2 are Unimpaired and conclusively presumed to have accepted the Plan.
• Class 7 (Section 510(b) Claims) and Class 10 (Interests in West Marine) are Impaired, will receive no recovery, and are deemed to have rejected the Plan.
• Classes 8 and 9 (Intercompany Claims and Intercompany Interests) are either Unimpaired and presumed to accept, or Impaired and deemed to reject, depending on their treatment.
• The procedures used to tabulate the Ballots were found to be fair, conducted in good faith, and consistent with the Conditional Disclosure Statement Order, the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules.
• Because the Deemed Rejecting Classes are deemed to have rejected the Plan, section 1129(a)(8) is not satisfied as to those Classes; the Plan was nonetheless confirmed under section 1129(b).
  • The Court found that all requirements of section 1129(a) other than 1129(a)(8) are met; the Plan is fair and equitable as to each Deemed Rejecting Class because no holder of a Claim or Interest junior to such Class receives any recovery on account of such junior Claim or Interest and no holder in a senior Class receives more than 100% of its Claim or Interest; the Plan does not unfairly discriminate because the classification scheme rests on a legally acceptable rationale and similarly situated holders receive substantially similar treatment; and the Voting Classes accepted in sufficient number and amount.
  • As to Marine One Holdco, LLC, there are no Classes of Claims, so section 1129(a)(10) is inapplicable and/or otherwise satisfied with respect to that Debtor.

Claim Allowance and Treatment

• Administrative Claims, Professional Fee Claims, and Priority Tax Claims are not classified, consistent with section 1123(a)(1), and are addressed in Article II of the Plan.
  • Each holder of an Allowed Administrative Claim (other than a Professional Fee Claim) shall receive Cash equal to the Allowed amount — on or as soon as practicable after the Effective Date if Allowed by then; within thirty days after an allowance order becomes a Final Order if Allowed later; in accordance with the terms of the underlying transaction if incurred in the ordinary course postpetition; or on such other terms as agreed or ordered.
  • Each holder of an Allowed Priority Tax Claim shall receive treatment consistent with section 1129(a)(9)(C) of the Bankruptcy Code.
  • Allowance, classification, and treatment take into account and conform to contractual, legal, and equitable subordination rights, and the Reorganized Debtors reserve the right under section 510 to reclassify any Allowed Claim or Interest accordingly.
• Other Secured Claims (Class 1): Each holder shall receive, at the Debtors’ option, payment in full in Cash, delivery of the collateral securing its claim, or such other treatment rendering the claim Unimpaired under section 1124 of the Bankruptcy Code.
• Other Priority Claims (Class 2): Each holder shall be paid in full in Cash on the Effective Date or in the ordinary course as and when due, or shall otherwise receive treatment consistent with section 1129(a)(9) of the Bankruptcy Code.
• Prepetition ABL Claims (Class 3): Allowed on the Effective Date in the aggregate principal amount of $118.9 million, plus accrued and unpaid interest through the Effective Date, fees, costs, and other amounts due under the Prepetition ABL Credit Agreement.
  • Each holder shall receive, in full and final satisfaction, either (i) payment in full in Cash or (ii) loans under the Exit ABL Facility on a dollar-for-dollar basis.
• Prepetition FILO Claims (Class 4): Allowed on the Effective Date in the aggregate principal amount of $59.2 million, plus accrued and unpaid interest through the Effective Date, fees, costs, the Amendment No. 5 MOIC Amount and the Amendment No. 7 MOIC Amount, any other applicable make-whole amounts, and other amounts due under the Prepetition ABL Credit Agreement.
  • Each holder shall receive either (i) payment in full in Cash or (ii) loans under the Exit Term Loan Facility on a dollar-for-dollar basis.
  • Holders of Allowed Prepetition FILO Claims are not GUC Trust Beneficiaries and shall not receive GUC Trust Interests on account of such claims.
• Term Loan Claims (Class 5): Allowed on the Effective Date in the aggregate principal amount of $251.2 million, plus accrued and unpaid interest through the Effective Date, fees, costs, and other amounts due under the Term Loan Credit Agreement.
  • Each holder shall receive its Pro Rata share of 100% of the New Equity Interests, subject to dilution by the Management Incentive Plan.
  • To the extent any Allowed Term Loan Claim is not satisfied in full, the resulting Lender Deficiency Claim shall be deemed waived and shall not be entitled to any distribution or recovery under the Plan.
• General Unsecured Claims (Class 6): Pursuant to the Committee Settlement, each holder shall receive its Pro Rata share of the GUC Trust Interests on the Effective Date.
• Section 510(b) Claims (Class 7): Cancelled without any distribution; holders will receive no recovery.
• Intercompany Claims (Class 8) and Intercompany Interests (Class 9): At the option of the applicable Debtor, each shall be (i) reinstated; (ii) set off, settled, discharged, contributed, canceled, and released without any distribution; or (iii) otherwise addressed.
• Interests in West Marine (Class 10): No distribution; all such Interests shall be canceled, released, and extinguished and will be of no further force and effect.

Sources of Plan Distributions

• The Debtors or Reorganized Debtors shall fund distributions under the Plan — other than with respect to Allowed General Unsecured Claims — with: (a) the New Equity Interests; (b) the Exit ABL Facility; (c) the Exit Term Loan Facility, including the New Money Exit Term Loans and Incremental Post-Exit Loans; and (d) the Debtors’ Cash on hand as of the Effective Date.
• The GUC Trust shall be responsible for making distributions on account of Allowed General Unsecured Claims in Class 6 from the GUC Trust Assets.

Exit Facilities

• The Exit Facilities consist of the Exit ABL Facility and the Exit Term Loan Facility, each to be entered into on the Effective Date:
  • Exit ABL Facility: aggregate principal commitment of $135 million.
  • Exit Term Loan Facility: aggregate principal commitment equal to the sum of (a) the Allowed amount of Prepetition FILO Claims and (b) up to $10 million (plus a 30% in-kind commitment premium) in New Money Exit Term Loans, to be provided by certain holders of Term Loan Claims.
  • Incremental Post-Exit Loans: up to $15 million in new-money loans under the Exit Term Loan Facility that may be funded on or after the Effective Date by holders of New Equity Interests in accordance with the Exit Facilities Documents.
• The Exit Facilities Documents must be on terms consistent with the RSA or otherwise acceptable in form and substance to the Required Consenting Term Loan Lenders and, as to the Exit Term Loan Facility, the Required Consenting FILO Lenders.
• The Bankruptcy Court found the Exit Facilities to be essential elements of the Plan, critical to its overall success and feasibility, negotiated in good faith and at arm’s-length, and the product of the Debtors’ reasonable business judgment, and in the best interests of the Debtors, the Estates, and their stakeholders.
  • Confirmation is deemed approval of the Exit Facilities and the Exit Facilities Documents and authorization for the Debtors and Reorganized Debtors to take all actions necessary to consummate them, including payment of related fees, indemnities, and expenses, without further notice to the Bankruptcy Court.
  • On the Effective Date, all Liens and security interests granted under the Exit Facilities Documents shall be deemed granted, legal, binding, enforceable, and automatically perfected, and shall not be subject to avoidance, recharacterization, or equitable subordination, nor constitute preferential transfers or fraudulent conveyances.
  • The guarantees granted under the Exit Facilities Documents were granted in good faith, for legitimate business purposes, and for reasonably equivalent value, and shall not constitute a fraudulent conveyance or transfer.
  • The agent under the Exit ABL Facility shall succeed to the rights of the Prepetition ABL Agent with respect to all third-party notifications in connection with all prepetition collateral access agreements and all other third-party agreements relating to, or waiving claims against, any Prepetition ABL Collateral — including any agreement with a customs broker, freight forwarder, or credit card processor, each collateral access agreement executed and delivered by any landlord of any Debtor, and all deposit account control agreements, securities account control agreements, and credit card processing agreements — which shall in each case survive until the corresponding agreement in connection with the Exit Facilities Documents is executed.

Committee Settlement

• The Plan incorporates and implements the Committee Settlement, a global resolution between the Debtors and the Committee reached to resolve the Committee’s objection to the Plan and any potential Claims or Causes of Action the Committee could assert. The settlement is approved and authorized in its entirety and is binding on all Persons and Entities to the extent provided in the Plan. Its terms include:
  • The creation and funding of the GUC Trust in accordance with the Plan for the benefit of holders of Allowed General Unsecured Claims, regardless of whether Class 6 votes to accept or reject the Plan.
  • The Debtors’ confirmation that they intend to spend all amounts allocated for critical vendors, section 503(b)(9) claims, and stub rent payments — as authorized under the Critical Vendors Order [Docket No. 203] or the Cash Collateral Order, as applicable — in satisfaction of such claims.
  • The Reorganized Debtors’ agreement to provide the GUC Trust with reasonable consultation rights and access to the Debtors’ books and records solely as necessary to enable reconciliation of Class 6 General Unsecured Claims, excluding attorney-client privileged communications, attorney work product, and other privileged materials.
  • The Consenting Term Loan Lenders’ waiver of any right of recovery from the GUC Trust on account of their Lender Deficiency Claims.
  • The Debtors’ waiver and release of all Causes of Action under section 547 of the Bankruptcy Code or any state law equivalents.
• Upon the Effective Date, each of the RSA, the Committee Settlement, and any other settlement reached during the Chapter 11 Cases between the Debtors and holders of Claims or Interests shall constitute a good faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies resolved pursuant to the Plan, which the Bankruptcy Court found to be fair, equitable, reasonable, and in the best interests of the Debtors, their Estates, and holders of Claims and Interests. The compromises and settlements included in the Committee Settlement are necessary and integral to the Plan and the success of these Chapter 11 Cases.

GUC Trust

• The GUC Trust Agreement is approved in all respects. The GUC Trust will be established on the Effective Date for the benefit of holders of Allowed General Unsecured Claims, and shall be governed by the GUC Trust Agreement and administered by the GUC Trustee, the Person designated by the Committee for such position.
  • GUC Trust Beneficiaries are holders of Allowed General Unsecured Claims that are not holders of Lender Deficiency Claims.
  • On the Effective Date, the Debtors shall irrevocably transfer the GUC Trust Assets to the GUC Trust, which shall automatically vest free and clear of all Claims, Liens, encumbrances, or interests, subject only to the GUC Trust Interests and GUC Trust Expenses, exempt from any stamp, real estate transfer, mortgage reporting, sales, use, or similar tax.
  • The GUC Trust shall be the exclusive trustee of the GUC Trust Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), and the representative of the Estates appointed pursuant to section 1123(b)(3) of the Bankruptcy Code with respect to all GUC Trust Assets. After the Effective Date, the Debtors and Reorganized Debtors shall have no interest in the GUC Trust Assets.
• The GUC Trust Assets consist of (a) the GUC Trust Initial Cash Proceeds; (b) the GUC Trust Anniversary Cash Payment; (c) the GUC Trust Sharing Proceeds; and (d) all earnings on, or proceeds of, the foregoing.
  • GUC Trust Cash Proceeds: cash payments to the GUC Trust in the aggregate amount of $2 million, less the amount, if any, by which the Committee Professionals’ fees from the Petition Date to the Effective Date exceed $2,850,000, to be made in equal amounts on the Effective Date (the GUC Trust Initial Cash Proceeds) and on or before the one-year anniversary of the Effective Date (the GUC Trust Anniversary Cash Payment).
  • GUC Trust Sharing Proceeds: Cash equal to 33% of the proceeds, after subtraction of all reasonable recovery costs, received by the Debtors or Reorganized Debtors in connection with (i) the Visa/Mastercard interchange settlement; (ii) the Discover Card merchant class action settlement; (iii) Google’s violation of the Sherman Act with respect to payments made to Google for advertising services; and (iv) the conduct of the third-party administrator for any of the Debtors’ self-funded insurance programs — provided that the aggregate amount payable to the GUC Trust on account of clauses (i) through (iv) shall not exceed $650,000.
• The GUC Trust is a liquidating trust established for the purpose of pursuing or liquidating the GUC Trust Assets, reconciling and objecting to General Unsecured Claims, and making Plan Distributions to GUC Trust Beneficiaries in accordance with Treasury Regulation section 301.7701-4(d), and is intended to comply with Revenue Procedure 94-45 and to qualify as a grantor trust within the meaning of sections 671 through 679 of the Tax Code.
  • The GUC Trust may review, allow, object to, prosecute, negotiate, estimate, settle, or otherwise compromise any General Unsecured Claims in its sole discretion, and may make Plan Distributions at any time following the Effective Date consistent with the Plan, the GUC Trust Agreement, and applicable law.
  • The Debtors or Reorganized Debtors shall use reasonable efforts to cooperate with the GUC Trust in its reconciliation of and objections to General Unsecured Claims, including by providing evidence and information as reasonably requested; the Reorganized Debtors shall provide the GUC Trust, upon reasonable request, with reports regarding the status of efforts to recover amounts constituting GUC Trust Sharing Proceeds. All such cooperation is subject to preservation of any attorney-client privilege, work product protection, common interest privilege, or other applicable privilege, immunity, or protection from disclosure.
  • The GUC Trust shall be discharged or dissolved once all objections to disputed General Unsecured Claims are fully resolved and all required Plan Distributions have been made; in no event shall the GUC Trust be dissolved later than five years from the Effective Date, absent a Bankruptcy Court determination — on motion made within the six-month period before such fifth anniversary — that a fixed period extension not to exceed three years (together with any prior extensions, absent a favorable IRS letter ruling) is necessary to facilitate or complete recovery on and liquidation of the GUC Trust Assets.
• GUC Trust Expenses — all reasonable and documented fees, expenses, costs, and taxes incurred by the GUC Trust or its professionals, plus any reserve the GUC Trustee deems necessary for operating expenses — are payable solely from the GUC Trust Assets, and the GUC Trustee has no personal responsibility to pay them. The GUC Trust may employ professionals (including those previously retained by the Committee) and pay them as GUC Trust Expenses without further Bankruptcy Court order.
  • Neither the GUC Trust nor the GUC Trustee incurs liability for acts or omissions under the Plan or GUC Trust Agreement absent willful misconduct, gross negligence, or fraud found by a Final Order; the GUC Trust indemnifies the GUC Trust Indemnified Parties on the same standard, and may obtain insurance at its own expense.
  • The GUC Trustee may elect to treat the portion of the GUC Trust allocable to Disputed Claims as a “disputed ownership fund” under Treasury Regulation section 1.468B-9, in which case those assets may be subject to entity-level taxation, with any taxes paid out of GUC Trust Assets.
  • Upon dissolution, or at such earlier time as the GUC Trust determines in its sole discretion, any remaining GUC Trust Assets exceeding the amounts required to be paid under the Plan may be transferred to a charitable organization selected by the GUC Trustee.
  • To the extent the Plan and the GUC Trust Agreement are inconsistent as they relate to the GUC Trust, the GUC Trust Agreement controls.

Restructuring Transactions and Corporate Action

• Before, on, or after the Effective Date, the Debtors, the Reorganized Debtors, and the GUC Trust may take all actions and enter into any transactions necessary or appropriate to effect the Restructuring Transactions, including those set forth in the Restructuring Transactions Memorandum, which illustrates the various steps to effectuate the Restructuring Transactions (including the treatment of Intercompany Claims and Intercompany Interests) and designates Reorganized West Marine and the borrower of the Exit Facilities. Such actions include:
  • Execution and delivery of merger, consolidation, restructuring, reorganization, conversion, disposition, transfer, formation, dissolution, sale, purchase, or liquidation documents, and instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation.
  • All transactions necessary to provide for the purchase or other acquisition of substantially all of the assets or Interests of any of the Debtors.
  • Execution and delivery of the Exit Facilities Documents and the GUC Trust Agreement, and entry into the Exit Facilities and GUC Trust Agreement.
  • Issuance of the New Equity Interests and execution and delivery of the New Organizational Documents and other formation documents of each Reorganized Debtor.
  • Adoption of a Management Incentive Plan, if applicable, on terms and conditions set by the New Board after the Effective Date.
• The Plan and the Plan Supplement documents provide adequate and proper means for implementation, including the general settlement of Claims and Interests (including the Committee Settlement), consummation of the Restructuring Transactions, funding and sources of consideration for distributions, authorization of the Exit Facilities, issuance of New Equity Interests, continued corporate existence of each Debtor, vesting of assets in the Reorganized Debtors, execution of the GUC Trust Agreement and establishment of the GUC Trust, appointment of the New Board, preservation of certain Causes of Action and the GUC Trust Affirmative Defenses, adoption of a Management Incentive Plan, payment of employment and retiree benefits, assumption of D&O Liability Insurance Policies, cancellation of existing instruments evidencing Claims and Interests, and exemption from transfer taxes under section 1146 of the Bankruptcy Code.
• On the Effective Date, all actions contemplated under the Plan shall be deemed authorized and approved in all respects, the New Board shall be established, Reorganized West Marine shall adopt its New Organizational Documents, and the Plan shall be deemed substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.

New Equity Interests and Securities Matters

• The issuance and distribution of the New Equity Interests is an essential element of the Plan and the Debtors’ ability to emerge from chapter 11, and is approved in all respects. Reorganized West Marine shall be authorized to issue a certain number of shares pursuant to its New Organizational Documents, together with any options or other equity awards reserved for a Management Incentive Plan.
  • All shares issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable.
  • Any Entity’s acceptance of New Equity Interests shall be deemed its agreement to the New Organizational Documents, without the need for execution by any party other than the applicable Reorganized Debtor(s).
• The offering, issuance, and distribution of the New Equity Interests shall be exempt from the registration requirements of Section 5 of the Securities Act and any other applicable federal, state, or local registration laws pursuant to section 1145 of the Bankruptcy Code or, to the extent section 1145 is not permitted or applicable, section 4(a)(2) of the Securities Act, Regulation D, Regulation S, and/or other available exemptions.
  • Shares issued on account of Allowed Term Loan Claims under section 1145 will be freely transferable under the Securities Act by recipients that are not, and have not been within 90 days of transfer, an “affiliate” of the Debtors as defined in Rule 144(a)(1) under the Securities Act, subject to section 1145(b)(2) of the Bankruptcy Code (relating to the definition of underwriter in section 2(a)(11) of the Securities Act), applicable state or foreign securities laws and SEC rules in effect at the time of any future transfer, and any transfer restrictions in the New Organizational Documents.
  • Shares issued under section 4(a)(2), Regulation D, Regulation S, and/or other exemptions will be “restricted securities,” will bear customary legends and transfer restrictions, and may not be transferred except pursuant to an effective registration statement or an available exemption.
  • Availability of the section 1145 exemption or any other securities law exemption shall not be a condition to the occurrence of the Effective Date.
• The New Equity Interests will not be registered under the Securities Act or listed on any national securities exchange as of the Effective Date. The Reorganized Debtors shall emerge as a private company, shall not voluntarily subject themselves to SEC reporting requirements, and shall not be required to list the New Equity Interests on a recognized U.S. stock exchange.
• The New Organizational Documents shall be adopted or amended on or immediately prior to the Effective Date in a manner acceptable to the Debtors and the Required Consenting Term Loan Lenders, and will, among other things, (a) authorize the issuance of the New Equity Interests and (b) prohibit the issuance of non-voting Equity Securities to the extent required under section 1123(a)(6) of the Bankruptcy Code. All holders of New Equity Interests shall be subject to, and deemed to have executed, the New Organizational Documents without the need to deliver signature pages.

Governance

• As of the Effective Date, the terms of the current members of the board of directors or other Governing Body of each Debtor shall expire, such directors shall be deemed to have resigned, and the directors for the initial term of the New Board and other Governing Bodies shall be appointed in accordance with the New Organizational Documents.
  • The Debtors disclosed the New Board in Plan Supplement Exhibit E. Initial directors and officers, to the extent known, were disclosed at or prior to the Combined Hearing; to the extent not known, they will be determined pursuant to the New Organizational Documents.
  • Each such member and officer shall serve from and after the Effective Date pursuant to the terms of the New Organizational Documents and other constituent documents of the Reorganized Debtors.
• Except as otherwise provided in the Plan, the New Organizational Documents, or the Restructuring Transactions Memorandum, each Debtor shall continue to exist after the Effective Date as a separate Entity with all the powers available under applicable law in its jurisdiction of incorporation or formation.

Management Incentive Plan

• Following the Effective Date, the Reorganized Debtors may adopt and implement a Management Incentive Plan (including through the issuance of New Equity Interests) for certain of the Debtors’ directors, officers, and employees, which the New Board is authorized to institute in its sole discretion together with related policies and agreements.
  • The terms and conditions of any Management Incentive Plan, including related agreements, policies, programs, and participants, shall be determined by the New Board in its sole discretion on or after the Effective Date; Confirmation of the Plan in no way approves or authorizes the terms of any such plan.

Vesting of Assets and Cancellation of Instruments

• Subject to the Committee Settlement and Article IV of the Plan, on the Effective Date all property in each Estate, all Causes of Action (other than those arising under section 547 of the Bankruptcy Code), and any property acquired pursuant to the Plan — other than the GUC Trust Assets — shall vest in the Reorganized Debtors free and clear of all Liens, Claims, charges, Causes of Action, and other encumbrances and interests.
  • On and after the Effective Date, each Reorganized Debtor may operate its business and use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, and one or more Reorganized Debtors may be disposed of, dissolved, wound down, or liquidated on the same basis.
  • No Reorganized Debtor — including any ultimately wound down and liquidated in connection with the Restructuring Transactions — shall be treated as liable on any Claim discharged pursuant to the Plan or the Confirmation Order.
• On the Effective Date, all notes, indentures, instruments, certificates, and other documents evidencing Claims and Interests, including credit agreements and indentures, shall be cancelled and the related obligations discharged; provided that any such agreement governing the rights of a holder of a Claim shall continue in effect solely to permit distributions under the Plan and to preserve the rights of any applicable paying agent or trustee, including to maintain and exercise charging liens, seek compensation and reimbursement of reasonable and documented fees and expenses, enforce indemnification and related rights, and appear and be heard in these Chapter 11 Cases.
  • The Term Loan Credit Agreement and the Prepetition ABL Credit Agreement shall continue in effect to permit holders to receive their Plan Distributions, permit the Reorganized Debtors and Distribution Agent to make such distributions, and permit each of the Agents to seek indemnification, compensation, and/or reimbursement of fees and expenses through the exercise of charging Liens.
  • On the Effective Date, the Agents shall be automatically and fully discharged of all duties and obligations associated with those agreements, and the commitments and obligations of holders of Term Loan Claims, Prepetition FILO Claims, and Prepetition ABL Claims to extend further credit or financial accommodations shall fully terminate.

Executory Contracts and Unexpired Leases

• On the Effective Date, each Executory Contract and Unexpired Lease not previously assumed, assumed and assigned, or rejected shall be deemed automatically assumed pursuant to sections 365 and 1123 of the Bankruptcy Code, unless it: (a) is identified on the Rejected Executory Contracts and Unexpired Leases List; (b) previously expired or terminated by its own terms; (c) was previously assumed or rejected pursuant to a Final Order; (d) is the subject of a pending motion to reject as of the Effective Date; (e) has an ordered or requested rejection effective date after the Effective Date; or (f) is a purchase order arising under a prepetition vendor agreement not expressly listed on the Assumed Executory Contracts and Unexpired Leases List.
• Assumption and payment of any applicable Cure cost results in the full release and satisfaction of all Cures, Claims, and defaults, whether monetary or nonmonetary, including change-of-control and other bankruptcy-related defaults, arising prior to the effective date of assumption. Any provision restricting or purporting to restrict assumption or assumption and assignment shall be deemed modified so as not to entitle the non-Debtor counterparty to terminate or exercise default-related rights.
  • Proofs of Claim based upon assumed Executory Contracts or Unexpired Leases for which any Cure has been fully paid shall be deemed Disallowed and expunged as of the Effective Date upon the filing of a notice of satisfaction, absent objection within 14 days; any timely objection will be heard at the next omnibus hearing or such other time as mutually agreed.
• The Debtors or Reorganized Debtors shall pay all undisputed Cures on, prior to, or as soon as reasonably practicable after the Effective Date in the ordinary course of business. Disputes regarding Cure costs, adequate assurance of future performance, or any other assumption-related matter shall be resolved in accordance with the terms of the Plan.
  • If the Bankruptcy Court determines an Allowed Cure Claim exceeds the amount set forth in the applicable Cure notice or Plan Supplement, the Debtors or Reorganized Debtors may (a) satisfy the Court-Ordered Cure Cost within ten Business Days of the order and assume the contract or lease, or (b) remove it from the Assumed Executory Contract and Unexpired Leases List, in which case it will be deemed rejected on the later of ten Business Days after entry of the order, the Effective Date, and — for a nonresidential real property lease — the date the premises are surrendered.
  • The Debtors and Reorganized Debtors reserve the right to move to reject any Executory Contract or Unexpired Lease based on any unresolved dispute, and counterparties reserve all rights to object to any such post-confirmation rejection.
  • Any objection to a proposed assumption or to the related Cure amount must be filed and actually received by counsel to the Debtors and the U.S. Trustee no later than fourteen days after the counterparty’s actual receipt of the Assumed Executory Contract and Unexpired Leases List. A counterparty that fails to object timely is deemed to have consented, and any untimely request for a different or additional Cure amount is disallowed and forever barred against the Debtors, the Reorganized Debtors, and the GUC Trust.
  • Where a dispute is resolved by Final Order, Cure costs shall be paid within ten Business Days after entry of that order, or as otherwise agreed with the counterparty. Disputes are heard on no less than fourteen days’ notice, and the Reorganized Debtors may settle Cure disputes without further Bankruptcy Court approval.
• Claims arising from the rejection of an Executory Contract or Unexpired Lease must be filed within thirty days after the latest of (a) entry of the order approving such rejection (including the Confirmation Order), (b) the effective date of the rejection, (c) the Effective Date, and (d) the effective date of the Debtors’ written surrender and relinquishment of control of the premises to the landlord. Rejection damages claims not timely filed are subject to disallowance on objection; those that are Allowed are classified and treated as General Unsecured Claims in Class 6.
• The Debtors or Reorganized Debtors reserve the right to alter, amend, modify, or supplement the Assumed and Rejected lists at any time up to forty-five days after the Effective Date, subject to the landlord-consent limitation applicable to nonresidential real property leases described below. On the date the Debtors surrender leased premises, all property remaining in the premises is deemed abandoned free and clear of all interests, Liens, Claims, and encumbrances, and the landlord may dispose of it without further notice or court order, absent contrary agreement or order.
• Landlord protections: solely with respect to nonresidential real property leases, the Debtors may modify the Assumed or Rejected lists beyond the Confirmation Date only with prior written consent from the affected landlord counterparty, including as to any modification of a rejection date where store closing sales continue beyond Confirmation.
  • Where going-out-of-business sales continue past entry of the Confirmation Order and possession has not been surrendered in writing, the Debtors remain liable to landlords for all obligations under section 365(d)(3) of the Bankruptcy Code as and when due through the effective date of rejection; the Bankruptcy Court retains full jurisdiction to hear the parties on an emergency basis should the Debtors fail to timely perform.
  • The rejection date for a nonresidential real property lease shall not occur until the later of (a) the Rejection Date set forth in the Plan Supplement; (b) the date the Debtors relinquish control by notifying the landlord in writing of surrender and turning over keys, key codes, and security codes (or advising in writing that they are unavailable and the landlord may rekey); and (c) the Effective Date.
  • Landlords of rejected nonresidential real property leases may assert claims, including Administrative Claims or rejection claims, and such claims will be treated as timely if filed by the later of (a) the applicable claims or administrative claims bar date and (b) 30 days after the later of the effective date of surrender and relinquishment of control in writing and the rejection date.
  • Upon assumption, an Unexpired Lease is assumed cum onere, subject to all of its terms except as modified by agreement, and the Debtors or Reorganized Debtors remain responsible for all accruing or accrued rents and other charges when due, including common area maintenance charges, taxes, insurance, percentage rents, utilities, year-end adjustments or reconciliation billings, and indemnity obligations, regardless of whether such obligations arose before or after the Effective Date.
  • Nothing shall modify or restrict any right of setoff or recoupment of a counterparty to a nonresidential real property Unexpired Lease, including with respect to security deposits, claims reconciliation, defenses to any claim or action by the Debtors or the GUC Trust, and periodic reconciliations under an assumed lease.

Claims Administration, Bar Dates, and Distributions

• The procedures for resolving disputed, contingent, and unliquidated Claims and Interests in Article VII of the Plan, and the distribution procedures in Article VI, are approved in their entirety.
• Key post-Effective Date deadlines:
  • Administrative Claims: requests for payment must be Filed and served on the Debtors within 60 days after the Effective Date, except for Professional Fee Claims, Claims under section 503(b)(9), Self-Funded Health Insurance Claims, and as otherwise provided in the Plan. Holders required to file who fail to do so are forever barred and their Claims deemed discharged, without objection or further order.
  • Professional Fee Claims: 45 days after the Effective Date.
  • Rejection damages Claims: 30 days after the latest of entry of the rejection order, the rejection effective date, the Effective Date, and (for leases) the effective date of the Debtors’ written surrender and relinquishment of control of the premises.
  • Claims Objection Deadline: the later of 180 days after the Effective Date and such other period fixed by the Bankruptcy Court, subject to extension on motion of the Debtors, Reorganized Debtors, or GUC Trust.
• After the Effective Date, the Reorganized Debtors — and the GUC Trust, solely as to General Unsecured Claims — have the sole authority to file, withdraw, litigate, settle, compromise, or resolve Claim objections and to adjust the Claims Register, in each case without further Bankruptcy Court notice, action, order, or approval, and retain all rights and defenses the Debtors held immediately before the Effective Date, including the GUC Trust Affirmative Defenses. The Debtors (through the Effective Date) and the Reorganized Debtors (thereafter) are responsible for maintaining the Claims Register and retaining and compensating the Claims, Noticing, and Solicitation Agent; the GUC Trust may also retain that agent, with fees constituting GUC Trust Expenses.
  • Notwithstanding anything to the contrary, before disallowing, expunging, adjusting, modifying, or satisfying any Claim under the enumerated Plan articles, the Debtors, Reorganized Debtors, or GUC Trust must give prior written notice to the affected Holders and their counsel of record, who shall have an opportunity to be heard — though no objection need be filed and no further Bankruptcy Court order is required.
  • Claims and Interests of any Entity from which property is recoverable under sections 542, 543, 550, or 553, or that is a transferee of an avoidable transfer, are not deemed Allowed under section 502(d) until such Causes of Action are resolved and all sums owed are paid or turned over. On or after the Effective Date, no Claim may be filed or amended without prior authorization of the Bankruptcy Court, the Reorganized Debtors, or the GUC Trust, and any such new or amended Claim is subject to disallowance.
  • Either the Debtors, Reorganized Debtors, or the GUC Trust may request estimation of any contingent or unliquidated Disputed Claim under section 502(c); an estimated amount constitutes a maximum limitation on that Claim for all Plan purposes, and reconsideration requires a motion filed within seven days of the estimation.
• Distribution mechanics: the Distribution Record Date is the Confirmation Date (or as otherwise specified in the Confirmation Order), after which the Claims Register is closed and no transfer of Claims or Interests need be recognized. Distributions are made by the Distribution Agent — the Reorganized Debtors, the GUC Trust (as to GUC Trust Assets), or their designee — which need not post a bond and whose post-Effective Date fees and expenses are paid by the Reorganized Debtors or the GUC Trust, as applicable.
  • Undeliverable distributions are held until a current address is determined; if a Holder does not assert a claim for an undeliverable distribution within 90 days, it is deemed unclaimed property under section 347(b) and reverts to the Reorganized Debtors or the GUC Trust, notwithstanding any escheat or abandoned property law. Checks are void if not cashed within 90 days, with reissuance requests due within the same period.
  • No fractional New Equity Interests or cash in lieu will be distributed; fractions of one-half or greater round up and lesser fractions round down, with the authorized share count adjusted accordingly. No distribution will be made to a Holder whose total Allowed Claims or Interests are valued below the De Minimis Claim Threshold of $100 — except as to the Texas Tax Claims, to which that threshold does not apply.
  • Each Debtor, Reorganized Debtor, and the GUC Trust (as to General Unsecured Claims) may set off or recoup claims, rights, and Causes of Action against distributions, without waiver by failing to do so. Holders may not set off against the Debtors unless they performed and noticed the setoff in writing on or before the Effective Date, preserved it in a filed Proof of Claim, or are counterparties to a rejected nonresidential real property lease providing for setoff.
  • Claims paid in full by non-Debtor third parties are reduced and Disallowed on a notice of satisfaction subject to a 14-day objection period; a Holder receiving duplicative recovery must repay the excess within 14 days or owe annualized interest at the Federal Judgment Rate. No distribution is made on a Claim payable under an insurance policy until the Holder has exhausted its remedies under that policy.
  • All distributions are subject to applicable tax withholding and reporting; recipients must furnish a completed Form W-9 or applicable Form W-8, and a Holder that fails to do so within 90 days of first request may receive a distribution net of maximum withholding or be deemed to have forfeited its distribution, with the Claim waived and forever barred. Distributions are allocated first to principal and then to accrued but unpaid interest.
  • Postpetition and default interest does not accrue or become payable on any Claim or Interest, including on Disputed Claims for the period from the Effective Date to final distribution.

Counterparty-Specific Provisions

• Texas Taxing Authorities: the secured ad valorem tax claims of the Texas Taxing Authorities (the “Texas Tax Claims”) shall be classified as Class 1 Unimpaired Other Secured Claims.
  • The Reorganized Debtors shall pay all delinquent portions (tax years 2025 and prior) in full in cash on or prior to the Effective Date and shall pay current year 2026 taxes in the ordinary course as such taxes come due and prior to becoming delinquent under Texas law. The Texas Tax Claims shall include all pre- and post-petition interest allowed under Texas law and the Bankruptcy Code.
  • The Texas Taxing Authorities shall retain their statutory liens until each respective claim is paid in full, and their lien priority shall not be primed or subordinated by any exit financing approved in conjunction with Confirmation, solely to the extent such liens arose in the ordinary course under applicable non-bankruptcy law and are valid, senior, properly perfected, binding, enforceable, and non-avoidable. Such claims and liens remain subject to any objections as to priority, validity, extent, or amount.
  • Article VI(D)(4) (Minimum Distributions), Article VII(I) (Amendments to Claims; Additional Claims), and the De Minimis Claim Threshold shall not apply to the Texas Tax Claims; the Distribution Agent shall make required distributions regardless of value.
  • The Texas Taxing Authorities have until the Governmental Bar Date to amend the Texas Tax Claims to reflect actual assessed 2026 tax amounts without prior authorization, and such amendments shall not be deemed disallowed or expunged without further Bankruptcy Court action. All rights and defenses of the Debtors and Reorganized Debtors, including the right to dispute or object, are reserved.
• Element Fleet Corporation: the Cash Collateral Agreement, Master Lease Agreement, and Master Services Agreement between Element Fleet and West Marine Products, Inc. are included on the Assumed Executory Contracts and Unexpired Leases List. Confirmation and the Effective Date shall not impact or impair Element Fleet’s rights, if any, to exercise setoff and/or recoupment remedies under those contracts and applicable law.
• Pan Jack Industrial Co. Ltd.: Pan Jack and West Marine Products, Inc. are parties to a Vendor Agreement originally dated October 7, 2003, under which purchase orders are issued. As of the Petition Date, the Debtors owed amounts for certain Pan Jack Purchase Orders; postpetition, the Debtors placed and prepaid other purchase orders.
  • On July 13, 2026, Pan Jack filed amended Proof of Claim No. 649 asserting claims of $717,097.65 relating to amounts owed as of the Petition Date.
  • Effective on the Effective Date, the Pan Jack Agreement is assumed for $0 cure. All parties’ rights relating to claims for the unpaid Pan Jack Purchase Orders are reserved, including Pan Jack’s right to payment on the Amended Proof of Claim. The parties agree the Pan Jack Agreement and any unpaid purchase orders are not a single, integrated executory contract, and that fully paid purchase orders are not executory contracts subject to assumption or rejection.
  • Valid postpetition amounts will be reconciled and paid in the ordinary course; if unpaid, Pan Jack’s rights to assert an administrative claim and the Debtors’, Reorganized Debtors’, and GUC Trust’s rights to object are preserved, provided that in no event shall the GUC Trust be liable for such postpetition amounts, which shall constitute obligations of the Debtors or Reorganized Debtors.
• XPO Logistics Freight, Inc.: the Debtors may assume or assume and assign three XPO contracts (identified as contracts 834, 835, and 836 on the Assumed Executory Contracts and Unexpired Leases List), as to which the list states no cure amounts are due. XPO filed a proof of claim of $48,778.16 for unpaid prepetition charges.
  • Since the filing, the Debtors have substantially reduced, and possibly fully paid, the prepetition balance, and XPO has provided post-petition service on the same or substantially similar terms as existed prepetition.
  • The Debtors shall continue making payments to XPO on the remaining balance (if any) of prepetition charges, as reconciled between the parties, and for post-petition charges as they become due; if the parties cannot consensually reconcile, either may seek the Court’s determination of the correct amount owed.
• Oracle America, Inc.: no Debtor contract with Oracle will be assumed unless (a) Oracle provides prior written consent; (b) the Debtors pay all sums owed in cure, including post-petition amounts, which totaled not less than $38,726.33 as of the date of Oracle’s Rights Reservation; and (c) the Debtors provide adequate assurance of future performance under section 365(b). Oracle reserves all rights with respect to any Cure Claim, and no Executory Contract with Oracle shall be assumed, assigned, or transferred absent a separate agreement with Oracle.
• Zhik USA LLC: inclusion of any agreement involving Zhik on a schedule reflecting assumption with a cure amount of $0.00 shall not prejudice, impair, waive, release, adjudicate, or otherwise affect any rights, claims, defenses, or remedies of Zhik arising from such agreement or its contractual relationship with the Debtors. This provision survives any amendment to the Executory Contract Documents, before or after the Effective Date.
• CL Roosevelt Plaza FL LLC and GG REIF I Sea Turtle, LLC: the Debtors continue to negotiate the Cure amounts in connection with assumption of CL Roosevelt’s Unexpired Lease and of the Hilton Head Lease (premises at Sea Turtle Marketplace, Hilton Head, South Carolina), respectively.
  • In each case, the parties will work in good faith to reach an Allowed Cure amount within 30 calendar days of entry of the Confirmation Order, which period may be extended by agreement; absent agreement, the parties may seek to be heard by the Court on no less than 14 calendar days’ notice. As to GG REIF, the same 30-day framework applies to any other issues relating to the treatment of the Hilton Head Lease.
  • If no agreement is reached, the parties’ rights with respect to the treatment of the applicable lease under the Plan are reserved. With respect to the Hilton Head Lease, nothing in the Plan, Plan Supplement, Confirmation Order, or any related documents shall be construed as a waiver of such rights.
• Salesforce, Inc.: Salesforce reserves all rights, claims, causes of action, and defenses, in law and equity, regarding the assumption and/or assignment of any Salesforce Contract, including the right to demand payment of any monetary default with regard to any Salesforce Contract being assumed and/or assigned.

Indemnification and Insurance

• All indemnification provisions of the Debtors in place as of the Petition Date — whether in by-laws, certificates of incorporation or formation, limited liability company or limited partnership agreements, other organizational documents, board resolutions, indemnification agreements, or employment contracts — for the benefit of current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals shall be (a) reinstated and remain intact, irrevocable, and shall survive the Effective Date on terms no less favorable than those in place prior to the Effective Date, and (b) assumed by the Reorganized Debtors.
  • Nothing in the Plan results in any current or former director, officer, manager, employee, attorney, accountant, investment banker, or other professional waiving any indemnification Claim against any Debtor or any insurance carrier, or any rights as a beneficiary of any insurance policy.
  • Proofs of Claim filed on account of an indemnification obligation to a director, officer, or employee are deemed satisfied and expunged from the Claims Register as of the Effective Date to the extent that obligation is assumed, honored, or reaffirmed under the Plan, without further notice or Bankruptcy Court order.
• After the Effective Date, the Reorganized Debtors shall not terminate or reduce coverage under any D&O Liability Insurance Policies (including any tail policy) in effect on or after the Petition Date with respect to conduct or events occurring prior to the Effective Date, and all directors and officers who served at any time prior to the Effective Date shall be entitled to the full benefits of such policies for their full term, regardless of whether they remain in such positions.
  • As of the Effective Date, the Reorganized Debtors shall have obtained new liability insurance covering the directors, managers, and officers of each Reorganized Debtor. Members, directors, managers, and officers who served prior to the Effective Date shall be covered under a tail policy with a limit of $20 million and an extended reporting period of no less than six years.
• The Debtors’ insurance policies are treated as Executory Contracts and shall be deemed assumed and revest in the Reorganized Debtors on the Effective Date; in no event shall the GUC Trust be liable for any of the Debtors’ obligations under any Assumed Insurance Policies. Nothing in the Plan or Confirmation Order alters the terms, conditions, or coverage of any Insurance Policies or the duty of insurers or third-party administrators to pay covered claims and their right to seek payment or reimbursement or draw on collateral.
• Where an Insured Litigation Claim may be covered by a policy with a self-insured retention (“SIR”), the Allowed amount within the applicable SIR shall constitute an Allowed General Unsecured Claim against the applicable Debtor’s Estate and the SIR shall be considered satisfied through allowance of such claim solely in the amount of the SIR. Any recovery in excess of the SIR shall be recovered solely from available insurance coverage and proceeds. In no event shall the GUC Trust be required to pay amounts within an SIR, including defense costs, other than through allowance of a General Unsecured Claim up to the amount of the applicable SIR.

Employee Obligations

• From and after the Effective Date, all retiree benefits (as defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law.
• On the Effective Date, the Debtors or Reorganized Debtors shall assume all Employment Agreements, which shall thereafter be assigned to the Reorganized Debtors.
• All Compensation and Benefits Programs shall be treated as Executory Contracts and deemed assumed on the Effective Date, except for: (a) all employee equity or equity-based incentive plans and any provisions providing rights to acquire Interests, Interests in West Marine, or New Equity Interests, which shall not constitute Executory Contracts and shall be deemed terminated on the Effective Date; (b) programs rejected pursuant to a Bankruptcy Court order; (c) programs specifically waived by the beneficiaries as of entry of the Confirmation Order; and (d) any Self-Funded Health Insurance Claims, which shall be treated as Administrative Claims payable in the ordinary course. A counterparty to an assumed Compensation and Benefits Program retains the same rights it had immediately prior to assumption, unless otherwise agreed with the applicable Reorganized Debtor.
• As of the Effective Date, except as set forth in the Plan Supplement, the Debtors and Reorganized Debtors shall continue to honor their obligations under (a) all applicable workers’ compensation laws in the states in which they operate and (b) their written contracts, agreements, agreements of indemnity, self-insured workers’ compensation bonds, policies, programs, and plans for workers’ compensation and workers’ compensation insurance.
  • All Proofs of Claim on account of workers’ compensation shall be deemed withdrawn automatically, without further notice or Bankruptcy Court order, without limiting the Debtors’ or Reorganized Debtors’ defenses, Causes of Action, or other rights under applicable non-bankruptcy law.
  • Insured Litigation Claims subject to the self-insured retention treatment described above do not include any Claim for workers’ compensation.

Preservation of Causes of Action

• In accordance with section 1123(b) of the Bankruptcy Code and subject to Article VIII of the Plan, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue any and all Causes of Action of the Debtors and their Estates, whether arising before or after the Petition Date through the Effective Date, including those enumerated in the Schedule of Retained Causes of Action, other than Causes of Action released or exculpated under the Plan.
  • No Person or Entity may rely on the absence of a specific reference in the RSA, the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against it as an indication that the Debtors or Reorganized Debtors will not pursue such Cause of Action.
  • The Reorganized Debtors shall have the exclusive right, authority, and discretion to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any retained Cause of Action, or to decline to do so, without third-party consent or further Bankruptcy Court approval, and no preclusion doctrine — including res judicata, collateral estoppel, issue or claim preclusion, estoppel, or laches — shall apply as a consequence of Confirmation or Consummation.
  • In no instance will any preserved Cause of Action include any Claim or Cause of Action against a Released Party or Exculpated Party.
• Notwithstanding anything to the contrary in the Confirmation Order or Article IV.N of the Plan, all Avoidance Actions under section 547 of the Bankruptcy Code or any state law equivalent are released, waived, and extinguished as of the Effective Date, and shall not be pursued by the Debtors, the Reorganized Debtors, the GUC Trust, or any other party.

Discharge and Releases

• Discharge: except as specifically provided in the Plan, the Definitive Documents, the Confirmation Order, or any contract, instrument, or other agreement created pursuant to the Plan, the distributions, rights, and treatment provided under the Plan discharge, effective as of the Effective Date, all Claims, Interests, and Causes of Action of any nature against, liabilities of, Liens on, obligations of, rights against, and Interests in the Debtors or any of their assets, pursuant to section 1141(d) of the Bankruptcy Code.
  • The discharge extends to interest accrued from and after the Petition Date; known and unknown demands, liabilities, and Causes of Action arising before the Effective Date; any liability (including withdrawal liability) relating to services performed by employees before the Effective Date and arising 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), and 502(i) of the Bankruptcy Code — in each case regardless of whether a Proof of Claim was filed or deemed filed, whether the Claim or Interest was Allowed, and whether the holder accepted the Plan, and regardless of whether property was distributed or retained on account of such Claims and Interests.
  • Any default or “event of default” by the Debtors (or by an Affiliate of a Debtor as it applies to a Debtor) with respect to any Claim or Interest that existed immediately before, or on account of, the filing of the Chapter 11 Cases is deemed cured and no longer continuing as of the Effective Date. The Confirmation Order is a judicial determination of the discharge of all Claims and Interests, subject to the Effective Date occurring.
• Debtor Release: the Bankruptcy Court found it has jurisdiction and constitutional adjudicatory authority to approve the release set forth in Article VIII.C of the Plan, which is an essential component of the Plan, appropriately tailored under the facts and circumstances of these cases, and given and made after due notice and opportunity for hearing.
  • The Debtor Release represents a valid exercise of the Debtors’ business judgment and is the result of good-faith, arm’s-length negotiation between sophisticated parties represented by able counsel and advisors. It appropriately protects parties that participated in the Debtors’ chapter 11 process, participation critical to the Debtors’ emergence, and each Released Party shares a common goal with the Debtors in seeing the Plan succeed.
  • Entry of the Confirmation Order constitutes approval of the Debtor Release under section 1123(b), and a finding that it is given for good and valuable consideration, is a good faith settlement and compromise, is in the best interests of the Debtors, their Estates, and all holders of Claims and Interests, is fair, equitable, and reasonable, was given after due notice and opportunity for a hearing, and bars the Debtors, the Reorganized Debtors, and the Estates from asserting any released Claim or Cause of Action.
• Third-Party Release: the release set forth in Article VIII.D of the Plan is consensual with respect to the Releasing Parties and was given and made after due notice and opportunity for hearing.
  • The Ballots, Notices of Non-Voting Status, and Combined Hearing Notice unambiguously provided in bold letters that the Third-Party Release was contained in the Plan, and the release provisions were conspicuous and emphasized with boldface type in the Plan, the Disclosure Statement, the Ballots, and the Opt-In Form.
  • Parties in interest were properly informed that holders who voted in favor of the Plan and failed to check the “Opt-Out” box, voted against the Plan but checked the “Opt-In” box, did not vote but checked the “Opt-In” box on a timely submitted Ballot, or did not vote but checked the “Opt-In” box on a timely submitted Opt-In Form, would be deemed to have expressly consented to the release.
  • Entry of the Confirmation Order constitutes approval of the Third-Party Release under section 1123(b) and a finding that it is consensual, essential to Confirmation, given for good and valuable consideration, a good faith settlement and compromise, in the best interests of the Debtors and their Estates, fair, equitable, and reasonable, given after due notice and opportunity for a hearing, and a bar to any Releasing Party asserting any released Claim or Cause of Action.
• Released Parties include, in each case in its capacity as such: each Debtor; each Reorganized Debtor; the Agents; each Consenting Term Loan Lender and Consenting FILO Lender; each ABL Lender; each Releasing Party; the Consenting Equity Holders; the Committee and each of its members solely in their capacities as such; and each current and former Affiliate and Related Party of the foregoing.
  • An Entity shall not be a Released Party if it was provided an opportunity to opt out and affirmatively opted out, was provided an opportunity to opt in and did not affirmatively opt in, or filed an unresolved objection to the releases prior to entry of the Confirmation Order.
• Releasing Parties include, in each case in its capacity as such: each Debtor; each Reorganized Debtor; the Agents; each Consenting Term Loan Lender and Consenting FILO Lender; each ABL Lender; the Consenting Equity Holders; the Committee and each of its members solely in their capacities as such; all holders of Claims that vote to accept the Plan and do not affirmatively opt out; all holders of Claims or Interests who abstain, vote to reject, or are deemed to accept or reject and affirmatively opt in; and each current and former Affiliate and Related Party of the foregoing that such Entity is legally entitled to bind.
• The Opt-In/Opt-Out procedures set forth in the Ballots and Notices of Non-Voting Status and Opt-In Form, together with service of the Combined Hearing Notice, the Publication Affidavit, and the Notices of Non-Voting Status and Opt-In Form, are good, sufficient, and adequate to bind the applicable parties to the Third-Party Release and are approved in all respects, as are the procedures used to tabulate opt-in and opt-out elections.
  • Any party that timely elected to opt into the Third-Party Release, or failed to opt out in its Ballot, and did not affirmatively withdraw such election prior to the applicable deadline, shall be both a Released Party and a Releasing Party under the Plan.
• Lien Release: the release and discharge of mortgages, deeds of trust, Liens, pledges, and other security interests against property of the Estates described in Article VIII.B of the Plan is essential and necessary to implement the Plan, and is appropriate, fair, equitable, reasonable, and in the best interests of the Debtors, the Estates, and holders of Claims and Interests.

Exculpation and Injunction

• Exculpation: to the fullest extent permitted by applicable law, no Exculpated Party shall have or incur any liability for, and each is exculpated from, any Claim or Cause of Action arising between the Petition Date and the Effective Date in connection with, relating to, or arising out of the Chapter 11 Cases; the formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, or any Restructuring Transaction or related document; the negotiation and pursuit of the RSA, the Definitive Documents, the Plan Supplement, the Exit Facilities Documents, the Committee Settlement, and the Cash Collateral Orders; the pursuit of Confirmation and Consummation; the administration and implementation of the Plan, including the issuance of Securities; and the distribution of property under the Plan — except for claims determined in a Final Order to have constituted actual fraud, willful misconduct, or gross negligence. Exculpated Parties are entitled to reasonably rely on advice of counsel, and the exculpation is in addition to, not in limitation of, all other releases, indemnities, and protections available under applicable law.
  • The Bankruptcy Court found the Exculpation appropriately tailored to the circumstances of these cases and to protecting the Exculpated Parties — all of which are Estate fiduciaries that constructively participated in and contributed to the Debtors’ chapter 11 process consistent with their duties — from inappropriate litigation, and, including the carve-out for actual fraud, willful misconduct, or gross negligence, consistent with section 1125(e) of the Bankruptcy Code.
  • Exculpated Parties comprise (a) each of the Debtors; (b) members of the Special Committees; (c) the Committee and each of its members in their capacity as such; and (d) with respect to each of the foregoing, their respective current officers, current and former directors and limited liability company managers who served at any time between the Petition Date and the Effective Date, and their attorneys, financial advisors, consultants, and other professionals or advisors whose retentions were approved by the Bankruptcy Court or under the OCP Order.
  • The Debtors and each of the constituents who negotiated the Plan, Plan Supplement, and other Confirmation documents acted in good faith in negotiating, formulating, and proposing the Plan and related agreements, compromises, settlements, transactions, and documentation, and will be acting in good faith in proceeding to consummate the Plan and take actions authorized or contemplated by the Confirmation Order.
  • The Exculpated Parties and Released Parties participated in good faith and in compliance with applicable law with regard to the solicitation of votes and distribution of consideration, and are not liable at any time for the violation of any applicable law, rule, or regulation governing such solicitation or distributions.
• Injunction: except as specifically provided in the Plan or Confirmation Order, or for obligations or distributions required to be paid thereunder, all Entities holding Claims, Interests, Causes of Action, or liabilities that have been released, discharged, or exculpated are permanently enjoined, from and after the Effective Date, from taking the following actions against the Debtors, the Reorganized Debtors, the GUC Trust, the Exculpated Parties (to the extent exculpated), or the Released Parties (to the extent released): (i) commencing or continuing any action or proceeding of any kind; (ii) enforcing, attaching, collecting, or recovering on any judgment, award, decree, or order; (iii) creating, perfecting, or enforcing any Lien or encumbrance against such Entities or their property or estates; (iv) asserting any right of setoff or subrogation against any obligation due from, or property of, such Entities, unless the holder filed a motion requesting the right to perform such setoff on or before the Effective Date (notwithstanding any contrary indication in a proof of claim or otherwise); and (v) commencing or continuing any action or proceeding of any kind on account of any such Causes of Action, liabilities, Claims, or Interests.
  • Upon entry of the Confirmation Order, all holders of Claims and Interests and their respective current and former employees, agents, officers, directors, managers, principals, and direct and indirect Affiliates, in their capacities as such, are enjoined from taking any actions to interfere with implementation or Consummation of the Plan.
  • The Bankruptcy Court found the injunction provisions permitted under sections 105(a), 1123(b)(3), and 1123(b)(6) of the Bankruptcy Code and within its jurisdiction; essential to the Plan and necessary to implement it and to preserve and enforce the Debtor Release, the Third-Party Release, and the Exculpation; and appropriately tailored to achieve those purposes.
  • Unless otherwise provided in the Plan or the Confirmation Order, all injunctions or stays in effect under sections 105 or 362 of the Bankruptcy Code or any Bankruptcy Court order and extant on the Confirmation Date shall remain in full force and effect until the Effective Date; all injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.
• Related protections: consistent with section 525 of the Bankruptcy Code, no Governmental Unit may discriminate against any Reorganized Debtor, or any Entity associated with a Reorganized Debtor, or deny, revoke, suspend, refuse to renew, or condition any license, permit, charter, franchise, or similar grant, solely because a Reorganized Debtor was a chapter 11 debtor, may have been insolvent, or has not paid a dischargeable debt. Any Claim for reimbursement or contribution disallowed under section 502(e)(1)(B) is forever Disallowed (subject to section 502(j)) unless, before the Effective Date, it was adjudicated as noncontingent or the holder filed a noncontingent Proof of Claim and a Final Order so determined.

Conditions Precedent to the Effective Date

• The Plan shall not become effective unless and until the conditions set forth in Article IX.A have been satisfied or waived, including:
  • The RSA shall be in full force and effect, shall not have been terminated in accordance with its terms, and there shall be no continuing event, act, or omission that upon notice would permit termination.
  • Each applicable Definitive Document shall be in form and substance consistent with the RSA, duly executed, delivered, acknowledged, filed, and/or effectuated, and in full force and effect, with all related conditions precedent satisfied or waived.
  • All governmental and third-party approvals, consents, authorizations, regulatory approvals, or rulings necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without adverse action or threatened action by any competent authority.
  • All Professional Fee Claims required to be approved by the Bankruptcy Court shall have been paid in full or sufficient amounts placed in the Professional Fee Escrow Account, and all Restructuring Expenses shall have been paid in full in Cash.
  • The Bankruptcy Court shall have entered the Confirmation Order, and such order shall not have been reversed, stayed, modified, dismissed, vacated, or reconsidered. Entry of the Confirmation Order satisfies the applicable condition set forth in Article IX.A.6, provided it has not been reversed, stayed, modified, or vacated on appeal.
  • All actions, documents, and agreements necessary to implement and consummate the Restructuring Transactions shall have been effected and executed and shall be in form and substance consistent with the Plan and the RSA.
  • Payments to vendors and service providers — including critical vendors, vendors with section 503(b)(9) administrative claims, and commercial lienholders — on account of prepetition claims pursuant to the Critical Vendors Order, any similar post-petition motion, or the Plan shall not have exceeded, and shall not be projected to exceed, $33,450,000.
  • The New Equity Interests shall have been issued by Reorganized West Marine.
  • The Reorganized Debtors shall have entered into the Exit Facilities, all conditions precedent to consummation shall have been waived or satisfied, and closing of the Exit Facilities Documents shall have occurred.
  • The GUC Trust shall have been created by execution of the GUC Trust Agreement, the GUC Trust Initial Cash Proceeds shall have been funded and transferred, the GUC Trust Assets shall have been transferred, and the GUC Trustee shall have been appointed and accepted its appointment.
• The conditions precedent may not be waived without the express prior written consent — which may be conveyed by email of counsel and is not to be unreasonably withheld — of (a) the Debtors, (b) the Required Consenting Stakeholders, and (c) with respect to the Restructuring Expenses condition (Article IX.A.5), each intended recipient of a Restructuring Expense the payment of which is waived. Such waiver is effective without notice, leave, or Bankruptcy Court order, or any formal action other than proceedings to confirm or consummate the Plan, provided that the conditions set forth in Articles IX.A.11, 12, 13, and 14 may be waived in whole or in part only by agreement between the Debtors and the Committee.
• If the Effective Date does not occur with respect to any Debtor, the Plan shall be null and void as to such Debtor, and nothing in the Plan or Disclosure Statement shall constitute a waiver or release of any Claims by or against, or Interests in, such Debtor, prejudice the rights of any party, or constitute an admission, acknowledgment, offer, or undertaking in any respect.

Restructuring Expenses and Professional Fees

• “Restructuring Expenses” consist of (a) the Term Loan Lender Restructuring Expenses and (b) all reasonable and documented fees, costs, and out-of-pocket expenses of counsel to each of the Agents and any local counsel in any relevant jurisdiction, in accordance with and to the extent permitted by their respective engagement or fee reimbursement letters and/or any applicable Bankruptcy Court order, including fees, costs, and expenses accrued since inception of their engagement letters and not previously paid.
  • Term Loan Lender Restructuring Expenses comprise all reasonable and documented fees, costs, and out-of-pocket expenses of (a) Milbank LLP and Otterbourg P.C., each as counsel to certain Consenting Stakeholders; (b) any local counsel to the foregoing in any relevant jurisdiction; and (c) any financial advisor, operational consultant, search firm, or other professional advisor retained by the Required Consenting Term Loan Lenders in their reasonable discretion, whether incurred or invoiced before or after the Petition Date.
  • To the extent not otherwise paid, the Debtors or Reorganized Debtors shall pay outstanding and invoiced Restructuring Expenses in Cash in full (i) on the Effective Date, for expenses incurred or estimated to be incurred prior to the Effective Date and invoiced at least three Business Days in advance, and (ii) after the Effective Date, in accordance with applicable engagement letters or other contractual arrangements, without retention or fee applications and without further notice or Bankruptcy Court review or approval. Timely invoiced Restructuring Expenses not paid within these timeframes shall not be deemed waived and shall be included in a subsequent invoice.
• No later than the Effective Date, the Debtors or Reorganized Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount, maintained in trust solely for the Professionals and not considered property of the Estates; provided that the Professional Fee Claims of Hilco Merchant Resources, LLC and Hilco Real Estate, LLC will not be paid through the account.
  • Professional Fee Claims shall be paid in Cash from the account as soon as reasonably practicable after they are Allowed, and the Debtors’ and Reorganized Debtors’ obligation to pay Allowed Professional Fee Claims is not limited to funds held in the account. If the account is insufficient, remaining unpaid Allowed Professional Fee Claims will be paid by the Debtors or Reorganized Debtors, and Professionals shall have an Allowed Administrative Claim for any deficiency.
  • To the extent the Committee Professionals’ fees from the Petition Date to the Effective Date exceed $2,850,000, such excess fees shall be paid from the GUC Trust Assets and will not be paid with funds in the Professional Fee Escrow Account.
  • Once all Allowed amounts owing to Professionals have been paid in full, any remaining amount in the account shall promptly be paid to the Reorganized Debtors without further notice, action, or Bankruptcy Court order.
  • All requests for payment of Professional Fee Claims for services rendered and expenses incurred before the Effective Date must be Filed no later than 45 days after the Effective Date; the Bankruptcy Court will determine the Allowed amounts after notice and a hearing.
  • Professionals must deliver to the Debtors a reasonable estimate of their unpaid Professional Fee Claims and unbilled fees and expenses through the Effective Date no later than three days before the Effective Date; the estimate does not limit the amount ultimately requested. If a Professional does not provide an estimate, the Debtors or Reorganized Debtors may estimate on its behalf, without binding effect or admission.
  • Except as otherwise specifically provided in the Plan, from and after the Effective Date the Debtors shall pay in Cash, in the ordinary course and without further Bankruptcy Court notice, action, order, or approval, the reasonable and documented legal, professional, and other fees and expenses incurred by the Debtors or the Committee; upon the Effective Date, any requirement that Professionals comply with sections 327 through 331, 363, and 1103 in seeking retention or compensation for post-Effective Date services terminates, and the Debtors, Reorganized Debtors, or GUC Trust may employ and pay Professionals in the ordinary course. This operates alongside the separate provision that the Reorganized Debtors are not responsible for fees or expenses incurred by the members of, or advisors to, any statutory committee after the Effective Date.

Tax Matters and Statutory Fees

• To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, transfers of property under the Plan — including the issuance, distribution, transfer, or exchange of any debt or Equity Security, the Restructuring Transactions, the creation, modification, consolidation, termination, refinancing, or recording of any mortgage, deed of trust, or other security interest, the making, assignment, or recording of any lease or sublease, and the making, delivery, or recording of any deed or other instrument of transfer — shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, personal property transfer tax, sales or use tax, mortgage recording tax, UCC filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental assessment.
  • All filing or recording officers shall comply with section 1146 of the Bankruptcy Code, forego collection of any such tax or assessment, and accept the foregoing instruments for filing and recordation without payment.
• After the Effective Date, the Reorganized Debtors shall complete and file all final or otherwise required federal, state, and local tax returns for each of the Debtors and, pursuant to section 505 of the Bankruptcy Code, may request an expedited determination of any unpaid tax liability of such Debtor or its Estate.
• Quarterly Fees accruing before the Effective Date shall be paid by the Debtors on the Effective Date, and thereafter Quarterly Fees will be paid in accordance with section 1930 of the Judicial Code until the earliest of each Debtor’s case being converted to chapter 7, dismissed, or closed. All parties’ rights are reserved with respect to the interpretation of section 1930, with any disputes subject to future determination by the Bankruptcy Court.
  • The Debtors shall File all monthly operating reports due prior to the Effective Date using UST Form 11-MOR, and shall file a notice of the Effective Date within two Business Days of its occurrence.
  • Following the Effective Date, the Reorganized Debtors, the GUC Trust, and any Distribution Agent or other disbursing entity shall File separate UST Form 11-PCR reports when due.
  • The U.S. Trustee shall not be required to file any Administrative Claim and shall not be treated as providing any release under the Disclosure Statement and Plan.

Plan Modifications

• Any modifications to the Plan since the commencement of Solicitation constitute technical or clarifying changes, changes with respect to particular Claims or Interests made pursuant to the agreement of the applicable holders or the Committee, or modifications that do not otherwise materially and adversely affect the treatment of any Claims or Interests.
  • The modifications are consistent with prior disclosures and, pursuant to Bankruptcy Rule 3019, do not require additional disclosure under section 1125, re-solicitation of votes under section 1126, or an opportunity for holders to change previously cast acceptances or rejections. All votes cast prior to modification remain binding, and no holder shall be permitted to change its vote as a consequence of the Plan Modifications.
  • Disclosure of the Plan Modifications prior to or on the record at the Combined Hearing constitutes due and sufficient notice, and the Plan as modified constitutes the Plan submitted for Confirmation. Entry of the Confirmation Order constitutes approval of all permitted post-solicitation modifications pursuant to section 1127(a).
• Subject to the limitations in the Plan and the approval rights set forth in the RSA, the Debtors reserve the right to modify the Plan and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes. The Debtors shall consult the Committee on any modification of the Plan or Plan Supplement that materially affects the treatment of General Unsecured Claims or any other rights of holders of General Unsecured Claims.
• The Debtors reserve the right to revoke or withdraw the Plan before the Confirmation Date. If the Plan is revoked or withdrawn, or if Confirmation and Consummation do not occur, then (1) the Plan shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan — other than the Committee Settlement — and any assumption or rejection of Executory Contracts or Unexpired Leases effected by the Plan shall be deemed null and void; and (3) nothing in the Plan shall constitute a waiver or release of any Claims or Interests, prejudice the rights of the Debtors or any other Entity, or constitute an admission, acknowledgement, offer, or undertaking of any sort.

Miscellaneous

• Upon the occurrence of the Effective Date, and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062, the terms of the Plan and Plan Supplement shall be immediately effective, enforceable, and binding upon the Debtors, the Reorganized Debtors, all holders of Claims or Interests (irrespective of whether deemed to have accepted the Plan), all Entities subject to the settlements, compromises, releases, discharges, and injunctions described in the Plan, each Entity acquiring property under the Plan or Confirmation Order, and all non-Debtor parties to Executory Contracts and Unexpired Leases. All Claims and debts shall be fixed, adjusted, or compromised pursuant to the Plan regardless of whether the holder voted.
• On the Effective Date, any statutory committee appointed in these cases shall dissolve and its members shall be released and discharged from all rights and duties related to these cases, except for the filing of applications for compensation and participation in any appeal of the Confirmation Order. The Reorganized Debtors shall no longer be responsible for paying fees or expenses incurred by the members of or advisors to any statutory committee after the Effective Date.
• On the Effective Date, all funds in the Adequate Assurance Account established under the Final Order (I) Determining Adequate Assurance of Payment for Future Utility Services, (II) Prohibiting Utility Providers from Altering, Refusing, or Discontinuing Services, (III) Approving the Debtors’ Proposed Procedures for Resolving Adequate Assurance Requests, and (IV) Granting Related Relief [Docket No. 206] shall be returned to the Debtors or Reorganized Debtors.
• The Bankruptcy Court retains jurisdiction under sections 105(a) and 1142 over all matters arising out of or related to the Chapter 11 Cases and the Plan, including allowance, disallowance, estimation, classification, and priority of Claims and Interests; Professional compensation; assumption, assignment, rejection, and Cure disputes and whether any contract or lease (including an Insurance Policy) is or was executory; distributions; pending adversary proceedings and contested matters; Causes of Action; section 1141 matters; enforcement of the settlements, compromises, releases, injunctions, and exculpations in Article VIII; Plan modifications and defects; disputes over the Committee Settlement and the GUC Trust Agreement; tax determinations under sections 346, 505, and 1146; enforcement of prior orders; and entry of a final decree closing the cases.
• After the Effective Date, the Reorganized Debtors may move to close all Chapter 11 Cases except one designated case, in which all remaining contested matters — including Claim objections — will be administered and heard, and shall file the documents required by Bankruptcy Rule 3022 to close the cases.
• If any provision of the Confirmation Order is later reversed, modified, or vacated, that will not affect the validity of acts or obligations incurred or undertaken under or in connection with the Plan before the Debtors receive written notice of such order; acts and obligations incurred in reliance on the Confirmation Order before the effective date of the reversal, modification, or vacatur remain governed by the Confirmation Order, the Plan, and related documents.
• The rights and obligations arising under the Plan shall be governed by the laws of the State of New York, without giving effect to conflict of laws principles (other than sections 5-1401 and 5-1402 of the New York General Obligations Law), provided that corporate governance matters shall be governed by the laws of the state of incorporation or formation of the relevant Debtor or Reorganized Debtor.
  • Each term and provision of the Plan is valid and enforceable pursuant to its terms, integral to the Plan and not subject to deletion or modification without the Debtors’ or Reorganized Debtors’ consent, and nonseverable and mutually dependent.
  • To the extent any provision of the Disclosure Statement, the Plan Supplement, or any other order referenced in the Plan conflicts with the Plan, the Plan governs (unless stated otherwise in such Plan Supplement document or the Confirmation Order); to the extent any Plan provision conflicts with the Confirmation Order, the Confirmation Order governs. The Confirmation Order supersedes any prior Bankruptcy Court orders that may be inconsistent with it.
• The documents contained in the Plan Supplement, together with any amendments, modifications, and supplements thereto, and all documents introduced into evidence at the Combined Hearing, are authorized when finalized, executed, and delivered — except the GUC Trust Agreement, which is effective as of the Effective Date. The Debtors, Reorganized Debtors, and GUC Trust are authorized to make all modifications to Plan Supplement documents that are consistent with the Plan, without further Bankruptcy Court order. Execution versions shall constitute legal, valid, binding, and authorized obligations enforceable in accordance with their terms.
• Except as otherwise specifically provided, the Confirmation Order constitutes all approvals and consents required by the laws, rules, or regulations of any state or other governmental authority with respect to the implementation or consummation of the Plan and Disclosure Statement and related documents and acts.
• Except as expressly set forth in the Plan, the Plan has no force or effect unless the Confirmation Order has been entered, and the Confirmation Order has no force or effect if the Effective Date does not occur. Neither the filing of the Plan, any statement or provision in it, nor any action taken by a Debtor with respect to the Plan, Disclosure Statement, or Plan Supplement shall be deemed an admission or waiver of any rights of any Debtor with respect to holders of Claims or Interests prior to the Effective Date.
• The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign, Affiliate, officer, manager, director, agent, representative, attorney, beneficiary, or guardian of each Entity.
• The Reorganized Debtors shall serve notice of entry of the Confirmation Order, substantially in the form attached as Exhibit B, in accordance with Bankruptcy Rules 2002 and 3020(c) on all holders of Claims and Interests within ten Business Days after entry; no notice need be mailed to any Entity whose Combined Hearing Notice was returned undeliverable, moved with no forwarding address, or similar, unless the Debtors have been informed in writing of, or are otherwise aware of, that Entity’s new address.
• For good cause shown, the stay of the Confirmation Order provided by any Bankruptcy Rule is waived. The Confirmation Order is a Final Order, effective and enforceable immediately upon entry, self-executing in its provisions, with the appeal period commencing upon entry; absent a stay pending appeal, the Debtors are authorized to consummate the Plan.