Findings of Fact, Conclusions of Law, and Order (I) Approving the Disclosure Statement Pursuant to Sections 1125 and 1126(c) of the Bankruptcy Code and (II) Confirming the Prepackaged Joint Chapter 11 Plan of Model Reorg Acquisition, LLC and its Affiliated Debtors and Debtors in Possession dated October 6, 2017 (the Order)

Exhibit 2.1

Upon the motion (the "Motion") [Docket No. 18] of the Debtors (i) for entry of an order (a) scheduling a combined hearing on (x) the adequacy of the Debtors' Disclosure Statement for Prepackaged Plan of Reorganization, dated August 26, 2017 [Docket No. 20] (the "Disclosure Statement") with respect to the Prepackaged Joint Chapter 11 Plan of Reorganization of Model Reorg Acquisition, LLC and its Affiliated Debtors and Debtors in Possession, dated August 26, 2017 [Docket No. 19] (as has been or may be modified or supplemented from time to time, the "Plan"), attached hereto as Exhibit A², and (y) confirmation of the Plan, (b) approving the procedures for objecting to the adequacy of the Disclosure Statement and confirmation of the

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¹The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Perfumania Holdings, Inc. (7964); Perfumania, Inc. (6340); Magnifique Parfumes and Cosmetics, Inc. (6420); Ten Kesefll, Inc. (1253); Perfumania.com, Inc. (4688); Model Reorg Acquisition, LLC (0318); Northern Group, Inc. (3226); Perfumania Puerto Rico, Inc. (6787); Quality King Fragrance, Inc. (4939); Scents of Worth, Inc. (1732); Jacavi, LLC (6863); Distribution Concepts, LLC (8845); Flowing Velvet, Inc. (7294); Aladdin Fragrances, Inc. (4338); Niche Marketing Group, Inc. (1943); Northern Brands, Inc. (7186); Northern Amenities, Ltd. (5387); Global Duty Free Supply, Inc. (2686); and Perfumers Art, Inc. (6616). The address of the Debtors' corporate headquarters is 35 Sawgrass Drive, Suite 2, Bellport, New York 11713.

²Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Motion or the Plan.

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Plan, (c) approving the form and manner of notice of the combined hearing and commencement of these chapter 11 cases (and together with clause (b), the "Notice Procedures"), and (d) scheduling a hearing on the order (the "Assumption Order") authorizing the Debtors to assume the Investment Agreement between NewHoldCo, each of the individual members of NewHoldCo, and Perfumania Holdings, Inc. (the "NewHoldCo Investment Agreement"); (ii) for entry of an order (the "Confirmation Order") (a) approving the adequacy of the Disclosure Statement and (b) confirming the Plan; and (iii) for entry of the Assumption Order; and, upon the order granting in part, the Motion (the "Scheduling Order") [Docket No. 69]; and the Court having considered the Debtors' Memorandum of Law in Support of Entry of an Order Confirming Prepackaged Joint Chapter 11 Plan of Reorganization of Model Reorg Acquisition, LLC and its Affiliated Debtors and Debtors in Possession, dated October 3, 2017 (the "Confirmation Brief') [Docket No. 168], the Debtors' Objection to (A) Emergency Motion of CIII Holdings LLC for Appointment of an Official Committee of Equity Security Holders Pursuant to Section 1102 of the Bankruptcy Code and (B) Motion of CIII Holdings LLC for an Order Adjourning all of the Debtors' Matters Scheduled for Hearing on October 6, 2017, Including (I) Confirmation of the Prepackaged Joint Chapter 11 Plan of Reorganization of Model Reorg Acquisitions, LLC and its Affiliated Debtors and Debtors in Possession, and (II) Approval of the Related Disclosure Statement (the "Debtors' Equity Committee Objection") [Docket No. 129], the Declaration of Robert Warshauer in Support of Confirmation of the Debtors' Plan and the Debtors' Equity Committee Objection (the "Warshauer Declaration") [Docket No. 131], the Declaration of Paul Garfinkle in Support of Debtors' Equity Committee Objection (the "Garfinkle Declaration") [Docket No. 130], and the Declaration of Michael W. Katz in Support of Confirmation of the Debtors' Plan (the "Katz Declaration") [Docket No. 169], each filed by the Debtors in advance of

the Confirmation Hearing (as defined below); and the Court having considered the objections filed; and the Court having held a hearing on October 6, 2017 pursuant to sections 1128 and 1129 of the Bankruptcy Code to consider confirmation of the Plan (the "Confirmation Hearing"); and the Court having admitted into the record and considered evidence at the Confirmation Hearing; and the Court having taken judicial notice of the contents of the docket of the above­ captioned Chapter 11 Cases (as defined below) maintained by the clerk of the Court and/or its duly-appointed agent, including all pleadings and other documents filed and orders entered thereon; and after due deliberation thereon and good and sufficient cause appearing therefor, it is hereby

DETERMINED, FOUND, ORDERED, ADJUDGED, AND DECREED THAT:

A.    Jurisdiction: Venue: Core Proceeding (28 U.S.C. §§ 157(b)(2) and 1334(a)). This Court has jurisdiction over the above-captioned jointly administered chapter 11 cases of the Debtors (the "Chapter 11 Cases") pursuant to 28 U.S.C. §§ 157 and 1334. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. Approval of the Disclosure Statement and the Notice Procedures and confirmation of the Plan are core proceedings pursuant to 28 U.S.C. § l 57(b)(2)(L) and 28 U.S.C. § 1334. This Court has jurisdiction to enter a final order with respect thereto. This Court has jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed.

B.    Chapter 11 Petitions. On August 26, 2017 (the "Petition Date"), each Debtor commenced a voluntary case under chapter 11 of the Bankruptcy Code in this Court. The

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³ Each finding of fact set forth or incorporated herein, to the extent it is or may be deemed a conclusion of law, shall also constitute a conclusion of law. Each conclusion of law set forth or incorporated herein, to the extent it is or may be deemed a finding of fact, shall also constitute a finding of fact.

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Debtors continue to operate their businesses and manage their properties as debtors and debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No committee of unsecured creditors or other statutory committee has been appointed under section 1102 of the Bankruptcy Code. Further, in accordance with an order of this Court, the Chapter 11 cases are being jointly administered pursuant to Bankruptcy Rule 1015(b).

C.    Filing of Plan and Disclosure Statement. On August 26, 2017, the Debtors filed the Plan and the Disclosure Statement.

D.    Plan Supplement. On September 21, 2017 the Debtors filed a supplement (the "First Plan Supplement") to the Plan [Docket No. 124]. The Plan Supplement contained (i) the New Corporate Governance Documents, (ii) the Exit Facility Credit Agreement, (iii) the identity of the directors and officers of Reorganized Debtors and the compensation of directors and officers of the Reorganized Debtors, (iv) a non-exclusive list of retained claims and Causes of Action, and (v) the Schedule of Rejected Executory Contracts and Unexpired Leases. On October 5, 2017 the Debtors filed a second supplement (the "Second Plan Supplement" and together with the First Plan Supplement, the "Plan Supplement") to the Plan [Docket No. 200]. The Second Plan Supplement contained revised Exhibit E

E.    No Solicitation Required. The Debtors are not required to solicit votes on the acceptance or rejection of the Plan because the Plan provides that all holders of Claims and Interests are either unimpaired, and thus, conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or will receive no distribution under the Plan, and thus, are conclusively deemed to reject the Plan pursuant to section 1126(g) of the Bankruptcy Code.

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F.    The Debtors have caused Epiq Bankruptcy Solutions ("Epiq"), the Claims and Administrative Agent, to distribute the contents of the Release Opt-In Package, as set forth in the Motion, including the Beneficial Owner Release Opt-In Form, attached as Exhibit D-1 to the Motion, and the Registered Holder Release Opt-In Form, attached as Exhibit D-2 to the Motion, to Holders of lnterests in Perfumania Holdings, Inc. ("Perfumania Holdings"). See Affidavit/Declaration of Mailing of Joseph Arena [Docket No. 113]. The contents of the Release Opt-In Package comply with the requirements of Bankruptcy Rules 2002 and 3017 and are hereby approved. The Debtors have also caused Epiq to distribute the Disclosure Statement, the Plan, and a copy of the Scheduling Order to the parties included on the Debtors' consolidated list of twenty (20) largest unsecured creditors, the U.S. Trustee, and all parties filing a notice of appearance and request for service pursuant to Bankruptcy Rule 2002 in these Chapter 11 Cases as of the date of the Scheduling Order. See Affidavit/Declaration of Mailing of Joseph Arena [Docket No. 113]. The Plan and Disclosure Statement were also distributed by the Debtors to counterparties on the Debtors' leases. The Plan and Disclosure Statement were distributed by the Debtors to holders of Claims and Interests solely for the purposes of providing postpetition disclosure pursuant to section 1125 of the Bankruptcy Code so that holders of Claims and Interests could determine whether to object to Confirmation of the Plan and, in the case of holders of lnterests in Perfumania Holdings, whether to provide the Stockholder Release. Such transmittal and service was adequate and sufficient under the circumstances and no other or further notice is or shall be required.

G.    Mailing and Publication of Combined Hearing Notices. On or around August 31, 2017, the Debtors caused: (i) either the Combined Hearing Notice, attached to the Motion as Exhibit E-1, or the Stockholder Combined Hearing Notice, attached to the Motion as

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Exhibit E-2, as applicable, to be mailed to (a) holders of Claims or Interests, (b) all parties filing a notice of appearance and request for service pursuant to Bankruptcy Rule 2002 in these Chapter 11 Cases, (c) state and local taxing authorities for states and localities in which the Debtors did business, (d) the Internal Revenue Service, (e) the Securities and Exchange Commission, (f) the United States Attorney for the District of Delaware, (g) all counterparties to executory contracts and leases, (h) the U.S. Trustee, (i) all federal and state authorities that regulate any aspect of the Debtors' business, and G) all persons or entities listed on the Debtors' creditor mailing matrix; and (ii) the Notices of Non-Voting Status, attached to the Motion as Exhibit C-1 and Exhibit C-2, to be mailed to all Holders of Claims and Interests. See Affidavit/Declaration of Mailing of Joseph Arena [Docket No. 113]. The forms of the Combined Hearing Notices and the Notices of Non-Voting Status comply with Bankruptcy Rules 2002 and 3017 and are hereby approved. Additionally, the Debtors also published a notice (the "Publication Notice") substantially similar to the Combined Hearing Notice in the Wall Street Journal on September 5, 2017. See Certificate of Publication of Combined Hearing Notice (The Wall Street Journal) [Docket No. 123]. Publication of the Publication Notice was in substantial compliance with Bankruptcy Rule 2002(1). The Debtors have given proper, adequate and sufficient notice of the hearing to approve the Disclosure Statement as required by Bankruptcy Rule 3017(a). The Debtors have given proper, adequate and sufficient notice of the Confirmation Hearing as required by Bankruptcy Rule 3017(d). Due, adequate, and sufficient notice of the Disclosure Statement and the Plan, along with deadlines for filing objections to the Plan and the Disclosure Statement, has been given to all known holders of Claims and Interests. No other or further notice is or shall be required.

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H.    Objections. All parties have had a full and fair opportunity to litigate all issues raised by objections to confirmation of the Plan. All objections and all reservations of rights that have not been withdrawn, waived or settled, if any, pertaining to the Notice Procedures, the Disclosure Statement, or the confirmation of the Plan are OVERRULED on the merits.

I.    Adequacy of Disclosure Statement. The information contained in the Disclosure Statement contained extensive material information regarding the Debtors so that parties could make an informed decision regarding whether to object to the Plan, or if applicable, provide the Stockholder Release. Additionally, the Disclosure Statement contains adequate information as that term is defined in Bankruptcy Code section 1125(a) and complies with any additional requirements of the Bankruptcy Code and the Bankruptcy Rules, as well as with applicable non-bankruptcy law. The Disclosure Statement complies with the requirements of Bankruptcy Rule 3016(c) by sufficiently describing in specific and conspicuous bold language the provisions of the Plan that provide for releases and injunctions against conduct not otherwise enjoined under the Bankruptcy Code and sufficiently identifies the persons and entities that are subject to the releases and injunctions.

J.    Bankruptcy Rule 3016. The Plan is dated and identifies the entities submitting it, thereby satisfying Bankruptcy Rule 3016(a). The filing of the Disclosure Statement with the clerk of the Court simultaneously with the Plan satisfied Bankruptcy Rule 3016(b).

proponents of the Plan, have met their burden of proving each of the elements of sections 1129(a) and 1129(b)

of the Bankruptcy Code by a preponderance of the evidence, which is the applicable

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evidentiary standard for confirmation of the Plan. The evidentiary record of the Combined Hearing supports the findings of facts and conclusions of law set forth in the following paragraphs.

i.    Proper Classification (11 U.S.C. §§ 1122 and 1123(a)(l)). In particular, Article III of the Plan adequately and properly identifies and classifies all Claims and Interests. The Plan designates seven (7) Classes of Claims and three (3) Classes of lnterests. The Claims or Interests placed in each Class are substantially similar to other Claims or Interests, as the case may be, in each such Class, and such classification therefore satisfies section 1122 of the Bankruptcy Code. Valid business and legal reasons exist for the various Classes of Claims and Interests created under the Plan, and such Classes do not unfairly discriminate between holders of Claims or Interests. Thus, the Plan satisfies section 1123(a)(l) of the Bankruptcy Code.

ii.    Specified Treatment of Unimpaired Classes (11 U.S.C. § 1123(a)(2)). The Plan specifies in Article IV that Classes 1, 2, 3, 4, 5, 6, 7, and 8 are Unimpaired under the Plan, thereby satisfying section 1123(a)(2) of the Bankruptcy Code. Article II of the Plan specifies that Allowed Administrative Claim_s (except for Claims for Accrued Professional Compensation), DIP Facility Claims, and Priority Tax Claims will be paid in full in accordance with the terms of the Plan, although these Claims are not classified under the Plan. Interest will be paid on administrative expense claims owed to the United States under 11 U.S.C. § 503(b)(l).

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iii.    Specified Treatment of lmpaired Classes (11 U.S.C. § 1123(a)(3)). The Plan specifies in Article IV that Classes 9 and 10 are Impaired under the Plan and sets forth the treatment of the Impaired Classes, thereby satisfying section 1123(a)(3) of the Bankruptcy Code.

iv.    No Discrimination (11 U.S.C. § 1123(a)(4)). Article IV of the Plan provides for the same treatment for each Claim or Interest in each respective Class unless the holder of a particular Claim or Interest has agreed to a less favorable treatment of such Claim or Interest. Accordingly, the Plan satisfies section 1123(a)(4) of the Bankruptcy Code.

vi.Nonvoting Equity Securities (11 U.S.C. § 1123(a)(6)). Article 6.12 of the Plan provides that the organizational documents of each Reorganized Debtor shall be amended as necessary to satisfy the provisions of the Plan and the Bankruptcy Code, including section 1123(a)(6). Accordingly, the Plan satisfies section 1123(a)(6) of the Bankruptcy Code.

vii.    Selection of Officers and Directors (11 U.S.C. § l 123(a)(7)). The Debtors have identified proposed directors and officers of the Reorganized Debtors. Officers of each of the Debtors immediately prior to the Effective Date will remain officers of each of the Reorganized Debtors on the Effective Date. The Plan Supplement discloses the identity of the members of the new board of each of the Reorganized Debtors as designated by NewHoldCo . As NewHoldCo will own all of the equity in Reorganized Perfumania upon consummation of the Plan, NewHoldCo's selection of the officers and members of the new board of the Reorganized

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Debtors is consistent with the interests of holders of Claims and Interests and with public policy and, thus, satisfies section 1123(a)(7) of the Bankruptcy Code.

viii.    Impairment/Unimpairment of Classes of Claims and Interests (11 U.S.C. § 1123(b)(l)). In accordance with section 1123(b)(l) of the Bankruptcy Code, Article IV of the Plan impairs or leaves Unimpaired, as the case may be, each Class of Claims and Interests.

ix.    Assumption and Rejection of Executory Contracts and Unexpired Leases (11 U.S.C. § 1123(b)(2)). In accordance with section 1123(b)(2) of the Bankruptcy Code, Article VII of the Plan provides for the assumption, assumption and assignment, or rejection, if applicable, of the Executory Contracts and Unexpired Leases of the Debtors that have not been previously assumed or assumed and assigned pursuant to section 365 of the Bankruptcy Code.

x.    Settlement and Preservation of Claims and Causes of Action (11 U.S.C. § 1123(b)(3)). In accordance with section 1123(b)(3)(A) of the Bankruptcy Code, settlements and compromises under the Plan of, among other things, causes of action subject to the releases and exculpation provided in Article IX of the Plan, are a valid exercise of the Debtors' business judgment, are fair, reasonable, and in the best interest of the Debtors. In

accordance with section 1123(b)(3)(B) of the Bankruptcy Code and Article 6.17 of the Plan, and except where such Causes of Action have been expressly released (including, for the avoidance of doubt, pursuant to the Releases by the Debtors provided by Article 9.4 of the Plan), the Reorganized Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and aH Causes of Action, whether arising before or after the Petition Date, and the Reorganized Debtors' rights to commence, prosecute or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date.

xii.    Additional Plan Provisions (11 U.S.C. § l 123(b)(6)). In accordance with section l 123(b)(6) of the Bankruptcy Code, the Plan includes additional appropriate provisions that are not inconsistent with the applicable provisions of the Bankruptcy Code.

xiii.    Debtors Are Not Individuals (11 U.S.C. § l 123(c)). The Debtors are not individuals and section l 123(c) of the Bankruptcy Code is inapplicable to these Chapter 11 Cases.

xiv.    Cure of Defaults (11 U.S.C. § l 123(d)). In accordance with section l 123(d) of the Bankruptcy Code, Article 7.3 of the Plan provides for the satisfaction of Cure Claims associated with each Executory Contract or Unexpired Lease to be assumed pursuant to the Plan in accordance with section 365(b)(l) of the Bankruptcy Code. All Cure Claims will be determined in accordance with the underlying agreements and applicable law.

The Debtors have complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Scheduling Order, and other orders of this Court, thereby satisfying section l 129(a)(2) of the Bankruptcy Code. In particular, the Debtors are proper debtors under section 109 of the Bankruptcy Code. The Debtors are also proper proponents of the Plan pursuant to section 112l(a) of the Bankruptcy Code. The Debtors, as proponents of the Plan, complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Scheduling Order in transmitting the Plan, the Disclosure Statement, and notices regarding the Plan.

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N.    Plan Proposed in Good Faith (11 U.S.C. § 1129(a)(3)). The Debtors have proposed the Plan in good faith, for proper purposes, and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. In determining that the Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing of the Chapter 11 Cases, the formulation of the Plan and all modifications thereto. The Plan was negotiated and proposed with the intention of accomplishing a successful reorganization, and for no ulterior purpose. The Debtors' good faith is evident from the facts and records of the Chapter 11 Cases, the Disclosure Statement, the Plan, the record of the Combined Hearing and the other proceedings in these Chapter 11 Cases. The Plan fairly achieves a result consistent with the objectives and purposes of the Bankruptcy Code, including the provisions of the Bankruptcy Code favoring consensual reorganization such as "prepackaged" chapter 11 cases and is consistent with other prepackaged cases that have been filed before this Court. The Plan is the result of extensive good faith, arm's-length negotiations between the Debtors and certain of their principal constituencies. In determining to pursue the Plan the Debtors employed a fair process that was not unduly influenced by the Nussdorf Family. In particular, the Debtors put in place a special independent committee of the board of directors tasked to actively direct and oversee the investigation, formulation, and evaluation of proposals to improve the financial condition of the Debtors with a view to maximizing the value of the Debtors. The independent committee engaged in good faith and arm's-length

negotiations with the Nussdorf Family, which culminated in the Plan and the New Holdco Investment Agreement. The Debtors and each of their respective partners, officers, directors, employees, advisors and professionals (i) acted in good faith in negotiating, formulating, and proposing, where applicable, the Plan, the New Holdco Investment Agreement, and the other

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agreements, compromises, settlements, transactions, and transfers contemplated thereby, and (ii) will be acting in good faith in proceeding to (a) consummate the Plan, the New Holdco Investment Agreement, and the other agreements, compromises, settlements, transactions, transfers, and documentation contemplated by the Plan and (b) take any actions authorized and directed or contemplated by this Confirmation Order. Thus, the Plan satisfies the requirements of section 1129(a)(3) of the Bankruptcy Code.

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

The procedures set forth in the Plan for the Court's review and ultimate determination of the fees and expenses to be paid by the Debtors in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, satisfy the objectives of, and are in compliance with, section 1129(a)(4) of the Bankruptcy Code.

P.Board of Directors, Officers, and Insiders (11 U.S.C. § 1129(a)(5)). The Debtors have sufficiently disclosed the initial members of the new board of each of the Reorganized Debtors, including the identity of any insider that will be employed or retained by the Reorganized Debtors and the nature of the compensation that will be received by any insider of the Debtors. The Plan Supplement discloses the identity of the members of the new board of each of the Reorganized Debtors. The appointment to, or continuance in, such office of each individual, and the methods established therefore, are consistent with the interests of holders of Claims and Interests, and with public policy. Therefore, section 1129(a)(5) of the Bankruptcy Code is satisfied with respect to the Plan.

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R.Best Interests Test (11 U.S.C. § 1129(a)(7)). The liquidation analysis attached as Appendix D to the Disclosure Statement, the Warshauer Declaration, the Katz Declaration, and other evidence proffered or adduced at the Confirmation Hearing (i) are persuasive and credible, (ii) are based upon reasonable and sound assumptions, (iii) provide a reasonable estimate of the liquidation values of the Debtors in the event the Debtors were liquidated under Chapter 7 of the Bankruptcy Code, and (iv) establish that each holder of a Claim or Interest in an Impaired Class that is deemed to reject the Plan will receive or retain

under the Plan, on account of such Claim or Interest, property of a value, as of the Effective Date, that is not less than the amount that such holder would receive if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code on such date. Therefore, the Plan satisfies section 1129(a)(7) of the Bankruptcy Code.

S.Acceptance by Certain Classes (11 U.S.C. § 1129(a)(8)). Classes 1, 2, 3, 4, 5, 6, 7, and 8 are Unimpaired by the Plan and, therefore, under section l 126(f) of the Bankruptcy Code, such Classes are conclusively presumed to have accepted the Plan. Accordingly, Bankruptcy Code section 1129(a)(8) has been satisfied with respect to Classes 1 through 8. Classes 9 and 10 were deemed to reject the Plan pursuant to Bankruptcy Code section 1126(g), but, as found below, the Plan is confirmable under Bankruptcy Code section 1129(b) notwithstanding the rejections by such Classes. Therefore, section 1129(a)(8) of the Bankruptcy Code has not been satisfied with respect to Classes 9 and 10.

T.Treatment of Administrative and Priority Tax Claims and Priority Non- Tax Claims (11 U.S.C. § 1129(a)(9)). The treatment of Administrative Claims and Priority Non­ Tax Claims under the Plan satisfies the requirements of section 1129(a)(9)(A) and (B) of the

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Bankruptcy Code, and the treatment of Priority Tax Claims under the Plan satisfies the requirements of section l 129(a)(9)(C) of the Bankruptcy Code.

V.Feasibility (11 U.S.C. § l 129(a)(l 1)). The Plan does not provide for the liquidation of all or substantially all of the property of the Debtors. The financial projections in Appendix B to the Disclosure Statement, the valuation analysis in Appendix C to the Disclosure Statement, the Warshauer Declaration, the Katz Declaration, and the evidence proffered or adduced at the Confirmation Hearing (i) are persuasive and credible, (ii) have not been controverted by other credible evidence or sufficiently challenged in any of the objections to the Plan, and (iii) establish that the Plan is feasible and that confirmation of the Plan is not likely to be followed by the liquidation of the Reorganized Debtors or the need for further financial reorganization of the Reorganized Debtors. Therefore, the Plan satisfies section 1129(a)(11) of the Bankruptcy Code.

W.Payment of Fees (11 U.S.C. § l 129(a)(12)). The Debtors have paid or, pursuant to the Plan, will pay by the Effective Date, fees payable under 28 U.S.C. § 1930, thereby satisfying section 1129(a)(12) of the Bankruptcy Code.

X.Miscellaneous Provisions (11 U.S.C. §§ 1129(a)(13)-06)). Sections 1129(a)(13)-(16) are inapplicable as the Debtors (i) do not have retiree benefit obligations (1129(a)(13)), (ii) have no domestic support obligations (1129(a)(14)), (iii) are not individuals (l 129(a)(15)), and (iv) are for-profit businesses (1129(a)(16)).

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Y.Section 1129(b); Confirmation of Plan over Nonacceptance of lmpaired Classes. Holders of lnterests in Classes 9 and 10 are deemed to have rejected the Plan (the "Deemed Rejecting Classes"). All of the requirements of section 1129(a) of the Bankruptcy Code, other than section 1129(a)(8) with respect to such Classes, have been met. Notwithstanding the fact that the Deemed Rejecting Classes are deemed to reject the Plan and thus section 1129(a)(8) is not satisfied with respect to such Classes, the Plan may be confirmed pursuant to section 1129(b)(l) of the Bankruptcy Code because the Plan does not discriminate unfairly and is fair and equitable with respect to the Deemed Rejecting Classes. After entry of this Confirmation Order and upon consummation of the Plan, the Plan shall be binding upon the members of the Deemed Rejecting Classes.

Z.The Plan does not unfairly discriminate because members within each Class are treated similarly. Accordingly, the Plan does not discriminate unfairly with respect to the Deemed Rejecting Classes or any other Class of Claims or Interests.

AA.    The Plan is fair and equitable with respect to the Deemed Rejecting Classes, because, in accordance with Bankruptcy Code section 1129(b)(2)(B) and (C), there are no holders of Claims or Interests junior to the holders of Classes 9 and 10 who will receive or retain any property under the Plan. Moreover, pursuant to the Plan, no holders of Claims against the Debtors senior to the Deemed Rejecting Classes are receiving more than full payment on account of such Claims against the Debtors. Additionally, the reinstatement of Class 7 Intercompany Claims and Class 8 Intercompany Interests does not violate Bankruptcy Code sections 1129(b)(2)(B) and (C). The senior creditors, who are entitled to all value under the Plan, have consented to these Classes being reinstated. The preservation of lntercompany Claims and Intercompany Interests is a means to preserve the Reorganized Debtors' corporate structure that

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does not enable any claimholder or interest holder junior to the Deemed Rejecting Classes to retain or recover any value under the Plan. Therefore, the reinstatement of Class 7 Intercompany Claims and Class 8 Intercompany Interests is consistent with the requirement that no holders of Claims or Interests junior to the holders of Claims or Interests in the Deemed Rejecting Classes will receive or retain any property under the Plan on account of such Claims or Interests.

Accordingly, the Plan is fair and equitable and does not discriminate unfairly, as required by section 1129(b) of the Bankruptcy Code, and may be confirmed under Bankruptcy Code section 1129(b) notwithstanding the Deemed Rejecting Classes' deemed rejection of the Plan.

BB.    Valuation. The valuation analysis contained in Exhibit C to the Disclosure Statement (and the supporting evidence adduced at the Confirmation Hearing), is (i) reasonable, persuasive, and credible as of the date such analysis was prepared (or such evidence was presented, or proffered); (ii) uses reasonable and appropriate methodologies and assumptions; and (iii) demonstrates that there is no equity value available for distribution to holders of Interests in Perfumania. All parties in interest have been given the opportunity to challenge the valuation analysis.

CC.    Only One Plan (11 U.S.C. § 1129(c)). Only one Plan is being sought to be confirmed in the Chapter 11 Cases. Accordingly, the requirements of section 1129(c) of the Bankruptcy Code have been satisfied.

DD.    Principal Purpose of Plan (11 U.S.C. § 1129(d)). The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act of 1933 (15 U.S.C. § 77e). Accordingly, the Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code.

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EE.    Small Business Case (11 U.S.C. § 1129(e)). Section 1129(e) is inapplicable because these Chapter 11 Cases do not qualify as small business cases thereunder.

FF.    Satisfaction of Confirmation Requirements. Based upon the foregoing, the Plan satisfies the requirements for confirmation set forth in section 1129 of the Bankruptcy Code.

GG.    Executory Contracts. The Debtors have exercised reasonable business judgment in determining whether to assume or reject their executory contracts and unexpired leases pursuant to Article VII of the Plan. Each assumption of an executory contract or unexpired lease pursuant to Article VII of the Plan and the Schedule of Rejected Executory Contracts and Unexpired Leases included in the Plan Supplement, as amended, shall be legal, valid and binding upon the applicable Debtor or Reorganized Debtor and their assignees or successors and all non-Debtor parties (and their assignees or successors) to such executory contract or unexpired lease, all to the same extent as if such assumption had been effectuated pursuant to an order of the Court entered before the date of the entry of this Confirmation Order (the "Confirmation Date") under section 365 of the Bankruptcy Code.

HH.    Adequate Assurance. The Debtors have cured, or provided adequate assurance that the Reorganized Debtors will cure, defaults (if any) under or relating to each of the executory contracts and unexpired leases that are being assumed by the Debtors pursuant to the Plan.

II.Releases and Discharges. This Court has jurisdiction under sections 1334(a) and (b) of title 28 of the United States Code to approve the injunctions, exculpations, and releases set forth in Article IX of the Plan. Each of the injunctions and releases set forth in

Article IX of the Plan are fair and necessary to the Plan, thereby satisfying the requirements of ln

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re Continental Airlines, Inc., 203 F.3d 203,214 (3d Cir. 2000), and other applicable case law. Such releases and injunctions are given in exchange for and are supported by fair, sufficient, and adequate consideration provided by each and all of the parties obtaining such releases. Pursuant to section 1123(b) of the Bankruptcy Code and Bankruptcy Rule 9019(a), the releases and injunctions set forth in the Plan and implemented by this Order are fair, equitable, reasonable, and in the best interests of the Debtors, their Estates, and the holders of claims and equity interests. This Court's findings of fact to support the approval of the Plan's injunctions and releases provisions, based on the record established at the Confirmation Hearing, including the Katz Declaration, are set forth below.

(a)    Compromise and Settlement. The Plan memorializes the significant compromises and agreements by and among the Released Parties and the Debtors that were agreed upon as reflected in the Plan. The Released Parties' commitments under the Plan are contingent upon the corresponding commitments by the Debtors and the Releasing Stockholders, as applicable. In consideration for the classification, distributions, and other benefits provided under the Plan (including the releases, exculpations, and injunctions), the provisions of the Plan constitute a good faith compromise and settlement of all Causes of Action and controversies among the Debtors and the Released Parties to the extent and subject to the terms set forth in the Plan, whether known or unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, foreseen or unforeseen, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether adsing before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law, relating to or in connection with the business or affairs of or transactions with the Debtors or as otherwise set forth in the Plan. These compromises and settlements are (i) in the best

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interests of the Debtors, their Estates and creditors, and other parties in interest; (ii) fair, equitable, proposed in good faith and reasonable; and (iii) an essential element of the resolution of these Chapter 11 Cases in accordance with the Plan. Each of the release, injunction, exculpation, and indemnification provisions set forth in the Plan: (i) is within the jurisdiction of the Court under 28

U.S.C. §§ 157(a), 157(b)(2), and 1334(a); (ii) is an essential means of implementing the Plan pursuant to section 1123(a)(5) of the Bankruptcy Code; (iii) is an integral element of the transactions incorporated into the Plan; (iv) confers a material benefit on, and is in the best interest of, the Debtors, their Estates and their creditors; (v) is important to the overall objectives of the Plan to finally resolve all Claims among or against the Released Parties; and (vi) is consistent with sections 105, 1123, 1129 and other applicable provisions of the Bankruptcy Code.

The Released Parties have provided, or have agreed to provide, a substantial contribution that was essential to make the Plan feasible and to provide a fair result and fair consideration for affected creditors.

(i)    The DIP Facility Lender has provided substantial and necessary contributions in exchange for its releases, including among other things (a) providing a senior secured debtor-in-possession asset-based revolving facility in an aggregate principal amount of$83,750,000 that was critical to the Debtors' ability to cover operating expenses during the course of the Chapter 11 cases, including employee payroll, rent, and payments to vendors for goods and inventory, and (b) providing a fully underwritten commitment to provide financing at exit in the form of a $100,000,000 Senior Secured Exit Revolving

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Loan Facility, which ensures that the Debtors will have sufficient financing upon emergence from chapter 11. Moreover, the DIP Facility Lender's release was negotiated as part of the DIP Facility and the Exit Facility commitment, which provided stability to the Debtors' business and together enabled the Debtors to send a strong message to the market that the Debtors have the capacity to successfully implement their restructuring and emerge from bankruptcy in an expedited timeframe.

(ii)    NewHoldCo, the Nussdorf Family, and the Garcia Group have provided a substantial contribution necessary to implement the restructuring contemplated by the Plan in exchange for their releases.

NewHoldCo, through contributions by the Nussdorf Family and the Garcia Group, is contributing $14,263,460 in cash pursuant to the terms of the NewHoldCo Investment Agreement that will be used by the Debtors (1) to make distributions under the Plan; (2) to fund the Releasing Stockholder Consideration; and (3) to fund ongoing operations.

(iii)    The Stockholder Release is being provided consensually by the Releasing Stockholders for good and valuable consideration in the form of the Releasing Stockholder Consideration being contributed by New Holdco.

(iv)    The Debtors' management and other Released Parties have made unique and substantial commitments of time and effort to bring the proposed restructuring before the Court for confirmation. In particular, the Debtors' management will continue to work in their present roles for the

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Reorganized Debtors and, as such, make indispensable contributions to the successful reorganization of the Debtors. In addition, as an integral aspect of the Plan, Reorganized Perfumania Holdings is assuming all of its indemnification obligations to directors and officers under its charter, a copy of which is included in the Plan Supplement. Therefore, a suit against the officers and directors would constitute a suit against reorganized Perfumania Holdings and hence, would defeat the purpose of the Plan discharge and injunction provisions.

(c)    Necessity to the Reorganization. The injunction and release provisions are critical to the success of the Plan. Without the releases, and the enforcement of such releases through the Plan's injunction provisions, the Released Parties are not willing to make their contributions under the Plan. Absent those contributions, no chapter 11 plan will be feasible. The injunction is necessary to preserve and enforce the Debtors' releases, the non­ Debtors releases, and the exculpation provision for the Exculpated Parties and is narrowly tailored to achieve that purpose.

(d)    Record Supports Specific Findings. The record of the Confirmation Hearing and the Chapter 11 Cases is sufficient to support the injunctions and releases provisions contained in the Plan.

JJ.    Issuance of New Perfumania Common Stock. Issuance of the New Perfumania Common Stock and allocation thereof pursuant to the NewHoldCo Equity Allocation is an essential element of the Plan and is in the best interests of the Debtors, their Estates, and

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Holders of Claims and Interests. The Debtors are authorized, without further approval of this Court or any other party, to issue the New Perfumania Common Stock in accordance with the Plan, including the NewHoldCo Investment Agreement, and to execute and deliver all agreements, documents, instruments and certificates relating thereto.

KK.    Exit Facility. The Exit Facility is an essential element of the Plan, and entry into the Exit Facility is fair and reasonable and in the best interests of the Debtors, the Reorganized Debtors, the Estates and creditors. The Debtors have exercised sound business judgment in determining to enter into the Exit Facility and have provided adequate notice thereof.

The Exit Facility has been negotiated in good faith and any credit extended and loans made to the Reorganized Debtors pursuant to the Exit Facility, and any fees paid thereunder, are deemed to have been extended, issued, and made in good faith.

LL.    Restructuring Transactions. The Reorganized Debtors' entry into and assumption of all obligations under and in respect of the transactions contemplated by Article VI of the Plan and the other transactions contemplated by the Plan (collectively, the "Restructuring Transactions") is an exercise of reasonable business judgment, proposed in good faith, critical to the success and feasibility of the Plan and in the best interests of the Debtors, the Reorganized Debtors, the Estates and creditors. The Restructuring Transactions were negotiated, proposed, and entered into or will be entered into, as the case may be, by the Debtors, the Reorganized Debtors, and the counterparties thereto without collusion, in good faith, and from arm's-length bargaining positions. All documents heretofore executed in connection with the Restructuring Transactions are valid, binding and enforceable agreements and are not in conflict with any applicable federal or state law, and all documents to be executed following entry of this Confirmation Order in connection with the Restructuring Transactions, upon their execution, will

be valid, binding and enforceable agreements and will not be in conflict with any applicable federal or state law.

MM.    Plan Conditions to Confirmation. The conditions to confirmation set forth in Article X of the Plan have been satisfied or waived in accordance with the terms of the Plan.

NN.    Plan Conditions to Consummation. Each of the conditions to the Effective Date, as set forth in Article X of the Plan, is reasonably likely to be satisfied or waived in accordance with the terms of the Plan.

0.Retention of Jurisdiction. The Court properly may retain jurisdiction over the matters set forth in Article XI of the Plan.

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

1.Approval of Disclosure Statement. Pursuant to Bankruptcy Rule 3017(b), the Disclosure Statement is approved under Bankruptcy Code sections 1125(a) and 1125(g).

2.Solicitation. No votes on the Plan were solicited or required to be solicited, and the Debtors have complied with sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the Local Rules, all other applicable provisions of the Bankruptcy Code, and all other applicable rules, laws, and regulations.

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Date, the terms of the Plan and this Confirmation Order shall be binding upon, and inure to the benefit of: (a) the Debtors; (b) the Reorganized Debtors; (c) any and all holders of Claims or Interests (irrespective of whether such Claims or Interests are Impaired under the Plan or whether the holders of such Claims or Interests are deemed to have accepted or rejected the Plan); (d) any other person giving, acquiring or receiving property under the Plan; (e) any and all non-Debtor parties to executory contracts or unexpired leases with any of the Debtors; and (f) the respective heirs, executors, administrators, trustees, affiliates, officers, directors, agents, representatives, attorneys, beneficiaries, guardians, successors or assigns, if any, of any of the foregoing. Except as otherwise set forth in the Plan, on the Effective Date, all settlements, compromises, releases, waivers, discharges, exculpations and injunctions set forth in the Plan shall be effective and binding on all Persons who may have had standing to assert any settled, released, discharged, exculpated or enjoined causes of action, and no other Person or entity shall possess such standing to assert such causes of action after the Effective Date.

6.Objections to the Plan Are Overruled. All objections and all reservations of rights that have not been withdrawn, waived or settled, pertaining to the confirmation of the Plan are OVERRULED in their entirety, on the merits, and with prejudice, and all withdrawn objections or responses are hereby deemed withdrawn with prejudice.

7.Authorization and Effectiveness of All Actions. All actions contemplated by the Plan are hereby authorized and approved in all respects (subject to the provisions of the Plan). The approvals and authorizations specifically set forth in this Confirmation Order are

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nonexclusive and are not intended to limit the authority of any Debtor or Reorganized Debtor or any officer or director thereof to take any and all actions necessary or appropriate to implement, effectuate and consummate any and all documents or transactions contemplated by the Plan or this Confirmation Order. Pursuant to this Order, Delaware General Corporate Law section 303, and other applicable law, the Debtors, the Reorganized Debtors, and NewHoldCo are authorized and empowered, without action of their respective stockholders or members or boards of directors or managers (but subject to consent rights, if any, set forth in the Plan) to take any and all such actions as any of their executive officers may determine are necessary or appropriate to implement, effectuate and consummate and perform any and all documents or transactions contemplated by the Plan or this Confirmation Order.

i.    Except as otherwise explicitly provided in the Plan, on the Effective Date, all property comprising the Estates and all Causes of Action (except those released by the Debtors pursuant to Article 9.4 of the Plan) shall revest in each of the Debtors and, ultimately, in the Reorganized Debtors, free and clear of all Claims, Liens and Interests of any entity other than the Debtors, other than as expressly provided in the Plan or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, including the Exit Facility Documents or any other document executed in connection therewith.

ii.    No Person (other than the Released Parties to the extent of the relevant release or releases) may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action against them. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all

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Causes of Action against any Person (other than the Released Parties to the extent of the relevant release or releases), except as otherwise provided in the Plan.

iii.    As of the Effective Date, each of the Reorganized Debtors may operate its business and use, acquire, and dispose of property and settle and compromise Claims without supervision of the Bankruptcy Court, free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan and this Confirmation Order.

iv.    Without limiting the forgoing, to the extent that any holder of a Secured Claim that has been satisfied or discharged pursuant to the Plan, or any agent for such holder, has filed or recorded any Liens and/or security interests to secure such holder's Secured Claim, then as soon as practicable on or after the Effective Date, such holder (or the agent for such holder) shall take any and all steps requested by any of the Debtors, any of the Reorganized Debtors or any administrative agent under the Exit Facility Documents to cancel, remove, terminate, and/or extinguish such filings or records.

v.    Notwithstanding anything in the Plan or this Order to the contrary, any and all amounts owing to Agent (including but not limited to Proceeds), each as defined in the Agency Agreement attached as Exhibit A to Docket Number 15, shall not revest in the Debtors or the Reorganized Debtors free and clear of all Claims, Liens and Interests of Agent, and such Claims, Liens and Interests of Agent are expressly preserved pending Agent's receipt of any and all amounts owed to it under the Agency Agreement.

9.New Organizational Documents. The New Corporate Governance Documents shall be adopted and amended as may be required so that they are consistent with the provisions of this Plan and otherwise comply with section 1123(a)(6) of the Bankruptcy Code.

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After the Effective Date, the Reorganized Debtors may amend and restate the New Corporate Governance Documents and other constituent documents as permitted by applicable state corporation or other comparable alternative law, as applicable, and their charters and bylaws (or in each case, the functional equivalent thereof, as applicable).

10.Restructuring Transactions. The Restructuring Transactions are approved, and the Debtors and Reorganized Debtors and their officers, managers and directors are authorized, subject to the consent rights contained in the Plan, to execute and/or amend such documents and take such actions as may be reasonably required in order to effectuate the Restructuring Transactions.

11.Cancellation of lnterests in Perfumania. Except as otherwise specifically provided for in the Plan, on the Effective Date: all purchase rights, instruments, guarantees, warrants, options, certificates, puts, agreements, and other documents evidencing Interests in Perfumania shall be cancelled, terminated and extinguished and the obligations of the Debtors thereunder or in any way related thereto shall be fully satisfied, released, and discharged.

12.Authorization and Issuance of New Perfumania Common Stock. Issuance of the New Perfumania Common Stock in accordance with the Plan is approved. Each of the Debtors and the Reorganized Debtors are authorized and empowered, without further approval of this Court or any other party, to take such actions and to perform such acts as may be necessary, desirable or appropriate to implement the issuance of the New Perfumania Common Stock in accordance with the Plan and to execute and deliver all agreements, documents, securities, instruments, and certificates relating thereto. The New Perfumania Common Stock to be issued is hereby deemed issued as of the Effective Date regardless of the date on which it is actually distributed. All New Perfumania Common Stock issued by the Reorganized Debtors pursuant to

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the provisions of the Plan is hereby deemed to be duly authorized, validly issued, fully paid, and nonassessable.

13.Exemptions from Securities Laws (11 U.S.C. § 1145). Pursuant to the Plan, any securities issued, including the New Perfumania Common Stock, and any subsequent sales, resales, transfers, or other distributions of any such securities shall be exempt from any federal or state securities laws registration requirements, including section 5 of the Securities Act, to the fullest extent permitted by section 1145 of the Bankruptcy Code.

14.DIP Facility. Upon the Effective Date of the Plan, and notwithstanding anything to the contrary contained in the Plan or otherwise, as of and after the Effective Date, (a) all DIP Facility Claims, including without limitation all loans, advances, financial accommodations, borrowings, letters of credit, indebtedness and other obligations outstanding under the DIP Facility shall be deemed to be obligations, liabilities, indebtedness, covenants and agreements under the Exit Facility, as amended and restated in accordance with the terms and conditions of the Exit Facility Documents, (b) all collateral documents relating to the DIP Facility shall be amended and restated in accordance with the terms and conditions of the Exit Facility, and (c) all Liens, pledges, charges, security interests and other encumbrances created in favor of the collateral agent in the collateral securing the DIP Facility shall be deemed created in favor of the Agent (as defined in the Exit Facility Credit Agreement) in accordance with the terms and conditions of the Exit Facility Documents. Notwithstanding anything in the contrary contained in the Plan, this Confirmation Order, or otherwise, following the entry of this Confirmation Order through and including the Effective Date, all of terms and conditions of the DIP Facility shall remain in full force and effect in accordance with its terms.

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15.Exit Facility. The Exit Facility (including the Exit Facility Documents, transactions contemplated thereby and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein) is hereby authorized and approved in all respects and, upon the satisfaction of all applicable conditions, shall be in full force and effect and valid, binding, and enforceable in accordance with its terms. The Debtors and the Reorganized Debtors are authorized in all respects, without further approval of the Bankruptcy Court or any other party, to (a) execute and deliver, or cause to be executed and delivered, all agreements, documents, instruments, and certificates relating to the Exit Facility, including the Exit Facility Credit Agreement (the "Exit Facility Documents"), and to perform their obligations thereunder, including, but not limited to, any documents related to the loans and other extensions of credit contemplated by the Exit Facility, any guarantees thereof and any other documents executed in connection therewith, (b) grant Liens to secure such loans, other extensions of credit, and guarantees, (c) borrow under such Exit Facility Documents and use the proceeds of such borrowings for any purpose permitted thereunder, and (d) perform all of their obligations under the Exit Facility Documents, including the payment of all fees, expenses, losses, damages, indemnities and other amounts provided under the Exit Facility Documents.

16.As of the Effective Date, without any further action by the Court or the directors, officers, managers, members, or stockholders of the Reorganized Debtors, the Liens and security interests granted pursuant to the Exit Facility Documents will constitute legal, valid and enforceable Liens and security interests in the collateral (as defined in the Exit Facility Documents and any other documents to be executed and delivered pursuant thereto) and such Liens and security interests will constitute legal, valid and binding obligations of the

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Reorganized Debtors without any further act and without regard to any other federal, state or local requirements or law requiring notice, filing, registration, recording or possession of the Collateral, or other act to validate or perfect such security interest or lien. Notwithstanding the foregoing, the holder(s) of Liens under the Exit Facility Documents and the Reorganized Debtors are authorized to file, with the appropriate authorities, financing statements and other documents (the "Exit Facility Perfection Documents"), or to take possession or control over any collateral in accordance with the terms of the Exit Facility Credit Agreement, or to take any other action in order to evidence, validate, record or perfect such Liens or security interests: provided that no defect or failure in connection with such filing or action shall in any way limit, waive or alter the validity, enforceability, attachment, or perfection of the liens and security interests granted by virtue of the entry of this Confirmation Order.

17.Subject in all cases to the terms and provisions of the Exit Facility Documents, the Debtors and the Reorganized Debtors are authorized to execute and deliver to the Exit Lenders any such agreements, financing statements, instruments and other documents, or obtain all governmental approvals and consents the Exit Lenders may reasonably request or that are required to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and this Confirmation Order, and are authorized to cooperate to make all other filings and recordings that otherwise would be reasonably necessary under applicable law to perfect and/or give notice of such Liens and security interests to third parties; provided that no defect or failure in connection with such filing, recording, or other action shall in any way limit, waive or alter the validity, enforceability, attachment, or perfection of the liens and security interests granted by virtue of the entry of this Confirmation Order. The

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granting of such Liens, the making of such loans and other extensions of credit, the payment of fees contemplated thereunder, and the execution and consummation of the ABL Exit Facility have been and are being undertaken in good faith, for legitimate business purposes, for reasonably equivalent value, and will be deemed not to constitute a fraudulent conveyance or fraudulent transfer, will not otherwise be subject to avoidance, or subject to recharacterization or subordination (including equitable subordination) for any purpose whatsoever under the Bankruptcy Code or any other applicable non-bankruptcy law, and the priorities of such Liens and security interests will be as set forth in the ABL Exit Facility Documents.

18.The granting of Liens, the making of loans and other extensions of credit, and the payment of fees pursuant to the Exit Facility Credit Agreement, and the execution and consummation of the Exit Facility have been and are being undertaken in good faith, for legitimate business purposes, for reasonably equivalent value, and will be deemed not to constitute a fraudulent conveyance or fraudulent transfer, will not otherwise be subject to avoidance, or subject to recharacterization or subordination (including equitable subordination) for any purpose whatsoever under the Bankruptcy Code or any other applicable non-bankruptcy law, and the priorities of such Liens and security interests will be as set forth in the Exit Facility Documents.

19.Whether the Exit Facility Perfection Documents are filed prior to, on or after the Effective Date (i) such Exit Facility Perfection Documents will be valid, binding, enforceable and in full force and effect as of the Effective Date, and (ii) the Liens and security interests granted under or in connection with the Exit Facility Documents will become valid, binding and enforceable obligations of the Reorganized Debtors as of the Effective Date; provided that any such Exit Facility Perfection Documents, Liens or security interests that were

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filed or otherwise valid, binding, and enforceable as of a date prior to the Effective Date shall be deemed to be valid, binding, enforceable and in full force and effect as of such earlier date. The granting of such Liens, the making of such loans and other extensions of credit and such guarantees, the payment of fees contemplated thereunder, and the execution and consummation of the Exit Facilities have been and are being undertaken in good faith, for legitimate business purposes, for reasonably equivalent value, and will be deemed not to constitute a fraudulent conveyance or fraudulent transfer, will not otherwise be subject to avoidance, or subject to recharacterization or subordination (including equitable subordination) for any purpose whatsoever under the Bankruptcy Code or any other applicable non-bankruptcy law, and the priorities of such Liens and security interests will be as set forth in the Exit Facility Documents.

20.Notwithstanding anything to the contrary in the Plan or otherwise, after the Effective Date, any disputes arising under the Exit Facility Documents shall be governed by the provisions contained therein.

21.Executory Contracts and Unexpired Leases. On the Effective Date, all executory contracts or unexpired leases of the Debtors, other than any executory contract or unexpired lease that (a) is identified on the Schedule of Rejected Executory Contracts and Unexpired Leases; (b) was assumed or rejected previously by the Debtors; (c) expired or terminated pursuant to its own terms before the Effective Date; (d) is the subject of a motion to reject pending on the Confirmation Date; or (e) is the subject of a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date, shall be deemed assumed as of the Effective Date in accordance with, and subject to, the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code.

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22.All executory contracts or unexpired leases assumed by the Debtors pursuant to the foregoing (the "Assumed Agreements") shall remain in full force and effect for the benefit of the Reorganized Debtors, as applicable, and be enforceable by the Reorganized Debtors, as applicable, in accordance with their terms notwithstanding any provision in such Assumed Agreements that purports to prohibit, restrict or condition such assumption. Any provision in the Assumed Agreements that purports to declare a breach or default based in whole or in part on the above-captioned cases is hereby deemed unenforceable, and the Assumed Agreements shall remain in full force and effect.

23.Lease Assumption. Notwithstanding anything to the contrary herein or in the Plan, with respect to each lease that is assumed, from and after the effective date of the assumption (the "Assumption Effective Date"), the Reorganized Debtors shall have both the benefits and the burdens under such lease, including those benefits and burdens which are accruing or have accrued as of the Assumption Effective Date but are not yet due under the terms of the lease (and thus are not payable as a cure cost pursuant to section 365(b)(l)(A)), including, but not limited to: (i) any adjustment or reconciliation charges that come due under the lease in respect to common area maintenance, insurance, and other charges and expenses; (ii) any and all property taxes due and payable under the lease; and (iii) any obligations to indemnify a non­ debtor counterparty to the assigned lease for pre-assumption claims of third parties pursuant to the terms of the lease; provided, however, that nothing herein shall impair the Reorganized Debtors' rights and defenses as tenant under the respective lease regarding such amounts and obligations. Notwithstanding anything to the contrary herein, nothing in this Order or in the Plan shall in any way limit, reduce, or otherwise bar an otherwise valid and enforceable right of setoff,

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subrogation, or recoupment against the Debtors to the extent that such right is based upon a non­ residential real property lease.

24.Deadlines and Claims Procedures. The bar dates and deadlines set forth in Articles II and VII of the Plan are hereby approved. The claims procedures related to the rejection of executory contracts and unexpired leases set forth in Article VII of the Plan are hereby approved.

25.Pursuant to Article II of the Plan, Professionals or other Persons asserting a Claim for Accrued Professional Compensation for services rendered to the Debtors or any statutory committee appointed in these Chapter 11 Cases before the Effective Date must file and serve on the Debtors and such other Persons who are designated by the Bankruptcy Rules, this Confirmation Order or other order of the Bankruptcy Court an application for final allowance of

such Claim for Accrued Professional Compensation no later than 45 days after the Effective Date.

26.Pursuant to Article VII of the Plan, if a counterparty to an Executory Contract or Unexpired Lease disputes the Scheduled amount of its Rejection Damages Claim, or believes it has a Rejection Damages Claim that has not been Scheduled, unless otherwise provided by a Bankruptcy Court order, such counterparty must file a proof of Claim asserting what the counterparty believes is the correct Rejection Damages Claim with the Claims and Administrative Agent within the latest to occur of: (i) 30 days after the date of entry of an order of the Bankruptcy Court (including this Confirmation Order) approving such rejection or (ii) 30 days after the effective date of such rejection set forth in the Schedule of Rejected Executory Contracts or Unexpired Leases.

27.Exemption from Certain Transfer Taxes. Pursuant to, and to the fullest extent permitted by, section 1146(a) of the Bankruptcy Code, any transfers of property in

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contemplation of, in connection with, or pursuant to the Plan shall not be subject to any stamp tax or other similar tax or governmental assessment in the United States, and this Confirmation Order shall be deemed to direct the appropriate state or local governmental officials or agents to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation instruments or other documents pursuant to such transfers of property without the payment of any such tax or governmental assessment. Such exemption specifically applies, without limitation, to (1) the creation of any mortgage, deed of trust, lien or other security interest; (2) the making or assignment of any lease or sublease; (3) any restructuring transaction authorized by Article VI of the Plan; and (4) the making or delivery of any deed or other instrument of transfer under, in furtherance of or in connection with the Plan, including: (a) any merger agreements; (b) agreements of consolidation, restructuring, disposition, liquidation or dissolution; (c) deeds; or (d) assignments executed in connection with any transaction occurring under the Plan.

28.Payment of Fees. All fees due and payable pursuant to section 1930 of Title 28 of the U.S. Code prior to the Effective Date shall be paid by the Debtors. Each and every Debtor shall remain obligated to pay quarterly fees to the Office of the U.S. Trustee until the earliest of that particular Debtor's case being closed, dismissed or converted to a case under Chapter 7 of the Bankruptcy Code.

Code, and except as otherwise specifically provided in the Plan or in this Confirmation Order, including for Reinstated Claims, the distributions, rights and treatment that are provided in the Plan shall be in full and final satisfaction, settlement, release and discharge, effective as of the Effective Date, of all Claims, Interests and Causes of Action of any nature whatsoever, including

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any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities and Causes of Action that arose before the Effective Date, any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a Proof of Claim or Interest based upon such Claim, debt, right or Interest is filed or deemed filed pursuant to section 501 of the Bankruptcy Code; (2) a Claim or Interest based upon such Claim, debt, right or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (3) the holder of such a Claim or Interest has accepted the Plan. Except as otherwise provided herein, any default by the Debtors or their Affiliates with respect to any Claim or Interest that existed before or on account of the filing of the Chapter 11 Cases shall be deemed cured on the Effective Date. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the Effective Date occurring, except as otherwise expressly provided in the Plan.

30.Releases, Limitations of Liability and Indemnification. The releases set forth in Article 9.4 and 9.5 of the Plan, the exculpation and limitation of liability provisions set forth in Article 9.6 of the Plan, and the indemnification obligations set forth in Article 6.22 of the Plan are incorporated in this Confirmation Order as if set forth in full herein and are hereby approved and authorized in their entirety and shall be, and hereby are, effective and binding, subject to the respective terms thereof, on all persons and entities who may have had standing to assert released Claims or Causes of Action, and no person or entity shall possess such standing to

assert such Claims or Causes of Action after the Effective Date.

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31.Injunctions. Except as otherwise expressly provided in the Plan, the Plan Supplement, or related documents, or for obligations issued pursuant to the Plan or for Reinstated Claims, all Persons who have held, hold or may hold Claims or Interests that have

been released pursuant to Article 9.4 or Article 9.5 of the Plan, discharged pursuant to Article 9.2, or are subject to Exculpation pursuant to Article 9.6, are permanently enjoined from and after the Effective Date, from taking any of the following actions: (1) commencing or continuing in any manner any action or other proceeding of any kirid on account of or in connection with or with respect to any such Claims or Interests; (2) enforcing, attaching, collecting or recovering by any manner or means any judgment, award, decree or order such Persons may have against such Persons on account of or in connection with or with respect to any such Claims or Interests; (3) creating, perfecting or enforcing any encumbrance of any kind such Persons may have against such Persons or the property or estates of such Persons on account of or in connection with or with respect to any such Claims or Interests; and (4) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims or Interests released, settled or discharged pursuant to the Plan.

32.The rights afforded in the Plan, including for Reinstated Claims, and the treatment of all Claims and Interests therein shall be in exchange for and in complete satisfaction of all Claims and Interests of any nature whatsoever, including any Interest accrued on Claims from and after the Petition Date, against the Debtors or any of their assets, property or estates. On the Effective Date, all such Claims against the Debtors shall be fully released and discharged, and the Interests shall be cancelled.

issued pursuant thereto, or for Reinstated Claims, from and after the Effective Date, all claims

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against the Debtors shall be fully released and discharged, and all interests shall be cancelled, and the Debtors' liability with respect thereto shall be extinguished completely, including any liability of the kind specified under section 502(g) of the Bankruptcy Code. All persons shall be precluded from asserting against the Debtors, the Debtors' Estates, the Reorganized Debtors, each of their respective successors and assigns, and each of their assets and properties, any other claims or interests based upon any documents, instruments or any act or omission, transaction or other activity of any kind or nature that occurred before the Effective Date.

34.Exculpations. Except as otherwise specifically provided in the Plan or Plan Supplement, no Exculpated Party shall have or incur, and each Exculpated Party is hereby released and exculpated from, any Exculpated Claim, obligation, cause of action or liability for any Exculpated Claim, except for gross negligence, intentional fraud or willful misconduct (to the extent such duty is imposed by applicable non-bankruptcy law). The Debtors and the Reorganized Debtors (and each of their respective Affiliates, agents, directors, officers, employees, advisors and attorneys) have, and upon Confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to the solicitation and distribution of the Plan securities pursuant to the Plan, and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.

35.All injunctions or stays in effect in the Chapter 11 Cases under sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order), shall remain in full force and effect until the Effective Date. All injunctions, stays or

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exculpation provisions contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

36.Notwithstanding anything contained in the Plan, the Confirmation Order or related Plan documents ("Plan Documents"), nothing in the Plan Documents discharges, releases, or exculpates the Debtors, the Reorganized Debtors or any non-debtor from any claim, liability or cause of action of the United States of America, its agencies, departments, or agents (collectively, the "United States"); affects or impairs the ability of the United States to pursue any claim, liability or cause of action against any Debtor, Reorganized Debtor or non-debtor; or enjoins the United States from pursuing any claim, liability or cause of action against any Debtor, Reorganized Debtor or non-debtor. All claims, liabilities, or causes of action of or to the United States shall survive the bankruptcy cases as if the cases had not been commenced and shall be determined in the ordinary course of business, including in the manner and by the administrative or judicial tribunals in which such rights or claims would have been resolved or adjudicated if the bankruptcy cases had not been commenced. Contracts, leases, covenants or other interests or agreements with the United States shall be paid, treated, determined and administered in the ordinary course of business as if the Debtors' bankruptcy cases were never filed and the Debtors and Reorganized Debtors shall comply with all applicable non-bankruptcy law. Without limiting the foregoing, and for avoidance of doubt: (1) The United States shall not be required to file any claims in the Debtors' bankruptcy cases in order to be paid on account of any claim, liability or cause of action; (2) nothing shall affect or impair the exercise of the United States' police and regulatory powers against the Debtors and/or the Reorganized Debtors; (3) nothing shall affect or impair the United States' rights to assert setoff and recoupment against the Debtors and/or the Reorganized Debtors and such rights are expressly preserved; (4) nothing shall affect or impair

the ability of the United States to make demand on, be paid by, or otherwise pursue any sureties that are jointly and severally liable with the Debtors and/or the Reorganized Debtors for any debt owed to the United States; and (5) nothing shall constitute an approval or consent by the United States without compliance with all applicable legal requirements and approvals under non­ bankruptcy law.

37.Plan Modifications. The Plan, as modified, satisfies the requirements of Bankruptcy Code sections 1122 and 1123. Accordingly, pursuant to Bankruptcy Rule 3019, these modifications do not require additional disclosure under section 1125 of the Bankruptcy Code. Such changes are approved pursuant to section 1127(a). At the request of the Debtors, the Plan is hereby modified pursuant to section 1127(a) of the Bankruptcy Code as set forth in Exhibit A attached hereto.

38.Post-Confirmation Modifications. Without need for further order or authorization of the Court, the Debtors or the Reorganized Debtors, as applicable, are authorized and empowered to make any and all modifications to any and all documents that are necessary to effectuate the Plan that do not materially modify the terms of such documents and are consistent with the Plan (subject to any applicable consents or consultation rights set forth therein).

39.Notice of Confirmation Order. On or before the fifth (5th) business day following the occurrence of the Effective Date, the Debtors shall serve notice of entry of this Confirmation Order (which may be combined with the Notice of Effective Date) pursuant to Bankruptcy Rules 2002(f)(7), 2002(k), and 3020(c), on (i) the U.S. Trustee; (ii) the holders of the 20 largest unsecured claims against the Debtors (on a consolidated basis); (iii) Otterbourg, counsel to the agent for the Debtors' prepetition Senior Credit Facility; (iv) Wells Fargo Bank, National Association, as agent for the Debtors' prepetition Senior Credit Facility; (v) all Holders

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of Claims and Equity Interests; and (vi) all parties who have filed requests for notice in these cases under Bankruptcy Rule 2002, by causing a notice of this Confirmation Order in substantially the form of the notice annexed hereto as Exhibit B (the "Notice of Confirmation"), which form is hereby approved, to be delivered to such parties by first class mail, postage prepaid. The Notice of Confirmation shall also be published in the Wall Street Journal (or other suitable national newspaper) and any other publications the Debtors deem necessary in their sole discretion.

40.Notice need not be given or served under the Bankruptcy Code, the Bankruptcy Rules, or this Confirmation Order to any Person to whom the Debtors mailed a Combined Notice, but received such notice returned marked "undeliverable as addressed," "moved - left no forwarding address," "forwarding order expired," or similar reason, unless the Debtors have been informed in writing by such Person of that Person's new address.

41.Mailing and publication of the Notice of Confirmation in the time and manner set forth in the preceding paragraphs shall be good and sufficient notice under the particular circumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c), and no other or further notice is necessary. The Notice of Confirmation shall have the effect of an order of the Bankruptcy Court, shall constitute sufficient notice of the entry of the Confirmation Order to any filing and recording officers, and shall be a recordable instrument notwithstanding any contrary provision of applicable non-bankruptcy law.

42.Continuation of Automatic Stay. Unless otherwise provided in the Plan or in this Confirmation Order, all injunctions and stays in effect in the Debtors' Chapter 11 Cases on the date of entry of this Confirmation Order pursuant to sections 105 or 362 of the Bankruptcy Code or any order of this Court shall remain in full force and effect until the Effective Date. All

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injunctions and stays contained in the Plan or this Confirmation Order shall remain in full force and effect in accordance with their respective terms.

43.Inactive Debtor Final Decree and Order. Article 6.11 of the Plan is approved and incorporated herein. In furtherance of Article 6.11 of the Plan, the Debtors may submit the Inactive Debtor Final Decree by certification of counsel on the Effective Date, substantially in the form attached hereto as Exhibit C, or as soon as reasonably practicable after the Effective Date and court shall execute the same. Upon receipt of a signed copy of the Inactive Debtor Final Decree, the Clerk of the Court is directed to file and docket such signed copy of the Inactive Debtor Final Decree. For the avoidance of doubt, and solely with respect to the Chapter 11 Cases of the Inactive Debtors, the Bankruptcy Court hereby waives (a) any requirement of Local Rule 3022-l(a) that may be construed to require the filing of (i) a written motion seeking entry of a final decree or (ii) a separate order closing each jointly administered or consolidated case, and (b) the requirement of Local Rule 3022-l(c) that the Debtors file a final report and account.

44.Failure to Consummate Plan. If the Effective Date does not occur, then the Plan, any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Class of Claims), the assumption or rejection of executory contracts or unexpired leases effected by the Plan, and any document or agreement executed pursuant to the Plan, shall be null and void. In such event, nothing contained in the Plan or this Confirmation Order, and no acts taken in preparation for consummation of the Plan, shall, or shall be deemed to, (a) constitute a waiver or release of any Claims by or against or Interests in the Debtors or any other Person, (b) prejudice in any manner the rights of the Debtors or any Person in any further proceedings involving the Debtors, (c) constitute an admission of any sort

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by the Debtors or any other Person, or (d) be construed as a finding of fact or conclusion of law with respect thereto.

45.Substantial Consummation. On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127 of the Bankruptcy Code.

46.Reversal. If any or all of the provisions of this Confirmation Order are hereafter reversed, modified or vacated by subsequent order of this Court or any other court, such reversal, modification or vacatur shall not affect the validity of the acts or obligations incurred or undertaken under or in connection with the Plan prior to the Debtors' receipt of written notice of such order. Notwithstanding any such reversal, modification or vacatur of this Confirmation Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Confirmation Order prior to the effective date of such reversal, modification or vacatur shall be governed in all respects by the provisions of this Confirmation Order and the Plan and all related documents or any amendments or modifications thereto.

47.References to Plan Provisions. The failure to include or specifically reference any particular provision of the Plan in this Confirmation Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Plan be confirmed in its entirety.

48.Exhibits. Each reference to a document, agreement or summary description that is in the form attached as an exhibit to the Plan in this Confirmation Order, or in the Plan shall be deemed to be a reference to. such document, agreement or summary description in substantially the form of the latest version of such document, agreement or summary description filed with the Court (whether filed as an attachment to the Plan or filed separately).

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49.Plan Provisions Mutually Dependent. The provisions of the Plan are hereby deemed nonseverable and mutually dependent.

50.Confirmation Order Provisions Mutually Dependent. The provisions of this Confirmation Order are hereby deemed nonseverable and mutually dependent.

51.Confirmation Order Supersedes. It is hereby ordered that this Confirmation Order shall supersede any orders of this Court issued prior to the Confirmation Date to the extent such other orders are inconsistent with this Confirmation Order.

52.Conflicts Between Confirmation Order and Plan. The provisions of the Plan and of this Confirmation Order shall be construed in a manner consistent with each other so as to effect the purposes of each; provided, however, that if there is determined to be any inconsistency between any Plan provision and any provision of this Confirmation Order that cannot be so reconciled, then, solely to the extent of such inconsistency, the provisions of this Confirmation Order shall govern and any such provision of this Confirmation Order shall be deemed a modification of the Plan and shall control and take precedence.

53.Applicable Non-Bankruptcy Law. Pursuant to section 1123(a) and 1142(a) of the Bankruptcy Code, the provisions of this Confirmation Order, the Plan, the Plan Supplement and related documents or any amendments or modifications thereto shall apply and be enforceable notwithstanding any otherwise applicable non-bankruptcy law.

54.Waiver of Filings. Any requirement under section 521 of the Bankruptcy Code or Bankruptcy Rule 1007 obligating the Debtors to file any list, schedule, or statement with the Bankruptcy Court or the Office of the U.S. Trustee is hereby waived as to any such list, schedule, or statement not filed as of the Confirmation Date.

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55.Governmental Approvals Not Required. This Confirmation Order shall constitute all approvals and consents required, if any, 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, any documents, instruments, or agreements, and any amendments or modifications thereto, and any other acts referred to in, or contemplated by, the Plan and the Disclosure Statement.

56.Waiver of Section 341(a) Meeting. As of the date of this Confirmation Order, the Section 341(a) Meeting has not been convened. The convening of the Section 341(a) Meeting is hereby waived. The requirement to file the schedules of assets and liabilities and statements of financial affairs is also hereby waived.

57.Operating Reports. The Reorganized Debtors shall file post-confirmation operating reports in compliance with the United States Trustee's Operating Guidelines and Reporting Requirements for Debtors in Possession and Trustees until the entry of (a) a Final Decree closing these Chapter 11 Cases or (b) an order dismissing or converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code.

58.Exclusivity. The Plan Debtors' exclusive periods to file a plan of reorganization and solicit acceptances thereof, pursuant to section 1121(d) of the Bankruptcy Code, are hereby extended through the Effective Date.

59.Retention of Jurisdiction. Pursuant to sections 105(a) and 1142 of the Bankruptcy Code, and notwithstanding the entry of this Confirmation Order or the occurrence of the Effective Date, this Court, except as otherwise provided in the Plan or herein, shall retain non-exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases

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and the Plan to the fullest extent permitted by law, including, but not limited to, the matters set forth in Article XI of the Plan and all matters related to the Agency Agreement.

60.Governing Law. Except to the extent that the Bankruptcy Code or other federal law is applicable, or to the extent an exhibit hereto or a schedule in the Plan Supplement specifically provides otherwise, the rights, duties, and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.

61.Final Order. This Confirmation Order is a Final Order and the period in which an appeal must be filed shall commence upon the entry hereof. All interim orders entered by the Court in these chapter 11 cases that are in effect are deemed final by operation of this Confirmation Order.

62.Immediate Effectiveness. Notwithstanding Bankruptcy Rules 3020(e), 6004(h), 7062, 8001, 8002 or otherwise, immediately upon the entry of this Confirmation Order, the terms of the Plan, the Plan Supplement, and this Confirmation Order shall be, and hereby are, immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized Debtors, any and all holders of Claims or Interests (irrespective of whether such Claims or Interests are Impaired under the Plan or whether the holders of such Claims or Interests accepted, were deemed to have accepted, rejected or were deemed to have rejected the Plan), any trustees or examiners appointed in the Chapter 11 Cases, all persons and entities that are party to or subject to the settlements, compromises, releases, discharges, injunctions, stays and exculpations described in the Plan or herein, each person or entity acquiring property under the Plan, and any and all non-Debtor parties to executory contracts and unexpired leases with the Debtors and the respective heirs, executors, administrators, successors or assigns, affiliates, officers, directors,

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agents, representatives, attorneys, beneficiaries, or guardians, if any, of any of the foregoing. The Debtors are authorized to consummate the Plan at any time after the entry of the Confirmation Order subject to satisfaction or waiver of the conditions precedent to consummation set forth in Article 10.1 of the Plan.

Dated: Wilmington, Delaware

10/6, 2017

1502359.02R-NYCSR03A - MSW

Article I DEFINITIONS, RULES OF INTERPRETATION, AND COMPUTATION OF TIME 1

Article II ADMINISTRATIVE EXPENSES AND PRIORITY CLAIMS    15

3.1    Classification of Claims and Interests    16

Article IV PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS    19

Article V ACCEPTANCE    22

Article VI MEANS FOR IMPLEMENTATION OF THE PLAN    23

Article VII UNEXPIRED LEASES AND EXECUTORY CONTRACTS    29

Leases    29

Leases    31

Article VIII PROVISIONS GOVERNING DISTRIBUTIONS    33

Article IX EFFECT OF THE PLAN ON CLAIMS AND INTERESTS    36

Article X CONDITIONS PRECEDENT    41

Article XI RETENTION OF JURISDICTION    42

Article XII MISCELLANEOUS PROVISIONS    44

                

_______________________

2    Capitalized terms used herein shall have the meanings ascribed to them in Article I.B of this Plan.

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(c) all fees and charges assessed against the Estates under chapter 123 of title 28, United States Code.

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expressly applicable to bankruptcy cases which were filed as of the enactment of such amendments.

LLC.

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Velvet, Inc.; Aladdin Fragrances, Inc.; Niche Marketing Group, Inc.; Northern Brands, Inc.; Northern Amenities, Ltd.; Global Duty Free Supply, Inc.; and Perfumers Art, Inc.

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policies.

Debtor or (b) by any non-Debtor Affiliate against any of the Debtors.

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Facility Claim.

1.81    "Perfumania" means Perfumania Holdings, Inc., a Florida corporation.

1.82    "Person" has the meaning set forth in section 101(41) of the Bankruptcy Code.

1.83    "Petition Date" means the date on which the Debtors filed their petitions for reorganization relief in the Bankruptcy Court.

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Securities Act.

1.108     "Stockholder Release" means the release set forth in Article 9.5 of this Plan.

1.109    "Stockholder Release Form" means either the Beneficial Owner Release

Opt-In Form or the Registered Owner Release Opt-In Form, as applicable, distributed to Holders of

Interests in Perfumania for the purposes of electing to opt-in to the Stockholder Release in exchange

for the Releasing Stockholder Consideration.

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In accordance with section 1123(a)(l) of the Bankruptcy Code, Administrative

Claims and Priority Tax Claims are not classified and are not entitled to vote on the Plan.

(a)    Pursuant to the DIP Order, all DIP Facility Claims are Allowed.

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Interest is an Allowed Claim or an Allowed Interest in that Class and such Claim or Interest has not been paid, released, or otherwise settled prior to the Effective Date.

below:

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4.1    Classes lA-lS - Other Priority Claims Classification: Classes lA-lS consists of all Other Priority Claims.

(a)    Classification: Class 2 consists of all Other Secured Claims.

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(a)    Classification: Class 3F consists of all QKD Note Claims.

(a)    Classification: Class 5B consists of all 2004 Note Claims.

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(a)    Classification: Classes 6A-6S consists of all General Unsecured

Claims.

(a)    Classification: Classes 7A-7S consist of all Intercompany Claims.

(i) Reinstated, or (ii) released, waived, and discharged.

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(a)    Classification: Class 9A consists of all Interests in Perfumania.

Interests.

(b)    Treatment: The holders of Subordinated 510(b) Interests shall not

5.1    No Class Entitled to Vote. No Classes are entitled to vote to accept or

6.1    No Substantive Consolidation for Plan Purposes.

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the Reorganized Debtors shall issue all Securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Plan.

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object to all or any part of a claim against any Estates asserted by a creditor which remains in possession of, or otherwise obtains the benefit of, the avoidable transfer.

the cancelled Old Perfumania Common Stock to NewHoldCo for U.S. federal mcome tax purposes.

(a)    Except as otherwise provided herein, each Executory Contract and

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7.2    Claims Procedures Related to Rejection of Executory Contracts or Unexpired Leases.

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Reorganized Debtors, and the Distribution Agent shall not incur any liability whatsoever on account of any distributions under the Plan.

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9.9    Protection Against Discriminatory Treatment. Consistent with section 525 of the Bankruptcy Code and paragraph 2 of Article VI of the United States Constitution, no

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otherwise; and (iv) any dispute regarding whether a contract or lease is or was executory or expired;

of Action;

Confirmation Order is for any reason stayed, revoked, modified, and/or vacated;

(1)    hear and determine all suits or adversary proceedings to recover assets of the Debtors and property of their Estates, wherever located;

(m)    hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

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(n)    resolve any matters relating to the pre- and post-confirmation sales of

the Debtors' assets;

Chapter 11 Cases;

(s)enforce all orders previously entered by the Bankruptcy Court;

AND

(t)hear and determine all matters relating to any Section 51O(b) Interest.

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12.8    Notices. After the Effective Date, any pleading, notice, or other document required by the Plan to be served on or delivered on the Parties below shall be served as follows:

If to the Reorganized Debtors:

Perfumania Holdings, Inc. 35 Sawgrass Drive, Suite 2 Bellport, New York 11713

Attention: Michael W. Katz; Alfred R. Paliani

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square

P.O. Box 636

Wilmington, Delaware ###-###-#### Attention: Anthony W. Clark

- and-

500 Boylston Street

Boston, Massachusetts 02116 Attention: J. Gregory Milmoe

Raquelle L. Kaye

- and­

Four Times Square

New York, New York 10036-6522 Attention: Lisa Laukitis

If to the Office of the United States Trustee:

Office of the United States Trustee for the District of Delaware Room 2207, Lockbox 35

844 North King Street Wilmington, Delaware 19801

Attention: Hannah McCollum; Brya Keilson

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Dated: October 3, 2017

                    

PLEASE TAKE NOTICE that on October[•], 2017, the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") entered an order (the "Confirmation Order") [Docket No. [•]] confirming the [amended and restated] prepackaged joint chapter 11

plan of reorganization (the "Plan") [Docket No.[•]] of the above-captioned debtors (collectively, the "Debtors")2.

PLEASE TAKE FURTHER NOTICE that the Confirmation Order, the Plan, and the other documents filed in these cases are available free at http://dm.epiq11.com/perfumania or for a nominal fee at www.deb.uscourts.gov (with use of a PACER account).

PLEASE TAKE FURTHER NOTICE that on[•], 2017, the Effective Date of the Plan (as defined in the Plan) occurred, and as a result, the Plan has been substantially consummated. All conditions precedent to consummation of the Plan set forth in Article X have either been satisfied or waived in accordance with the Plan and Confirmation Order.

_________________________

¹The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Perfumania Holdings, Inc. (7964); Perfumania, Inc. (6340); Magnifique Parfumes and Cosmetics,.Inc. (6420); Ten Kesef ll, Inc. (1253); Perfumania.com, Inc. (4688); Model Reorg Acquisition, LLC (0318); Northern Group, Inc. (3226); Perfumania Puerto Rico, Inc. (6787); Quality King Fragrance, Inc. (4939); Scents of Worth, Inc. (1732); Jacavi, LLC (6863); Distribution Concepts, LLC (8845); Flowing Velvet, Inc. (7294); Aladdin Fragrances, Inc. (4338); Niche Marketing Group, Inc. (1943); Northern Brands, Inc. (7186); Northern Amenities, Ltd. (5387); Global Duty Free Supply, Inc. (2686); and Perfumers Art, Inc. (6616). The address of the Debtors' corporate headquarters is 35 Sawgrass Drive, Suite 2, Bellport, New York 11713.

²    Capitalized terms used but not defined herein have the meanings assigned to them in the Confirmation Order or, if not used therein, in the Plan.

PLEASE TAKE FURTHER NOTICE that the provisions of the Plan (including the exhibits thereto and all documents and agreements executed pursuant thereto or in connection therewith) and the Confirmation Order are binding on the Debtors, the Reorganized Debtors, all holders of claims against or equity interests in the Debtors, including all governmental entities, whether or not the claim or equity interest of such holder is impaired under the Plan and whether or not such holder or entity has accepted the Plan.

PLEASE TAKE FURTHER NOTICE that all final requests for payment of Professional Claims for services rendered to the Debtors from the Petition Date through and including the Effective Date shall be filed with the Bankruptcy Court no later than forty-five (45) days after the Effective Date.

PLEASE TAKE FURTHER NOTICE that, pursuant to Article VII of the Plan, and except as otherwise provided in the Plan or the Confirmation Order, each Executory Contract and Unexpired Lease shall be deemed assumed pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date, unless any such Executory Contract or Unexpired Lease: (1) is identified on the Schedule of Rejected Executory Contracts and Unexpired Leases; (2) was assumed or rejected previously by the Debtors; (3) expired or terminated pursuant to its own terms before the Effective Date; (4) is the subject of a motion to reject pending on the Confirmation Date; or (5) is the subject of a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date.

PLEASE TAKE FURTHER NOTICE that if a counterparty to an Executory Contract or Unexpired Lease disputes the Scheduled amount of its Rejection Damages Claim, or believes it has a Rejection Damages Claim that has not been Scheduled, unless otherwise provided by a Bankruptcy Court order, such counterparty must file a proof of Claim asserting what the counterparty believes is the correct Rejection Damages Claim with the Claims and Administrative Agent within the latest to occur of: (1) 30 days after the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection or (2) 30 days after the effective date of such rejection set forth in the Schedule of Rejected Executory Contracts or Unexpired Leases.

PLEASE TAKE FURTHER NOTICE that, pursuant to Article VII, except as otherwise set forth in the Plan or Confirmation Order, each Executory Contract or Unexpired Lease that is assumed as of the Effective Date shall vest in and be fully enforceable by the Reorganized Debtors or their assignees in accordance with its terms, except as modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing or providing for its assumption or applicable federal law. Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated pursuant to the Plan. The Confirmation Order shall constitute an order of the Bankruptcy Court approving any such assumptions pursuant to sections 365(a) and 1123 of the Bankruptcy Code.

Case 17-11794-CSS    Doc 222-2    Filed 10/06/17    Page 4 of 4

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

Anthony W. Clark (I.D. No. 2051) One Rodney Square

P.O. Box 636

Wilmington, Delaware ###-###-####

Telephone: (302) 651-3000

Fax: (302) 651-3001

- and-

J. Gregory Milmoe Raquelle L. Kaye 500 Boylston Street

Boston, Massachusetts 02116

Telephone: (617) 573-4800

Fax: (617) 573-4822

- and-

Lisa Laukitis

Four Times Square

New York, New York 10036-6522 Telephone: (212) 735-3000

Fax: (212) 735-2000

1505863.02D-NYCSR03A- MSW

Pursuant to Articles 6.10(b) and 6.11 of the Prepackaged Joint Chapter 11 Plan of Reorganization of Model Reorg Acquisition, LLC and its Affiliated Debtors and Debtors in Possession (as has been or may be modified from time to time, including by the Confirmation Order (as defined below), and including all exhibits and supplements the "Plan"),2 providing that the Inactive Debtors shall be dissolved and the Chapter 11 Cases of the Inactive Debtors shall be closed as of the Effective Date; and upon the entry of an order confirming the Plan on [• ], 2017 [Docket No. [•]] (the "Confirmation Order"); and upon the occurrence of the Effective Date

with respect to the Plan on [• ], 2017; and due and proper notice of the Plan and of the Confirmation Order having been given under the circumstances; and the Bankruptcy Court having jurisdiction over the subject matter of the Plan and of the Confirmation Order; and upon

___________________________________

¹The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Perfumania Holdings, Inc. (7964); Perfumania, Inc. (6340); Magnifique Parfumes and Cosmetics, Inc. (6420); Ten Kesef ll, Inc. (1253); Perfumania.com, Inc. (4688); Model Reorg Acquisition, LLC (0318); Northern Group, Inc. (3226); Perfumania Puerto Rico, Inc. (6787); Quality King Fragrance, Inc. (4939); Scents of Worth, Inc. (1732); Jacavi, LLC (6863); Distribution Concepts, LLC (8845); Flowing Velvet, Inc. (7294); Aladdin Fragrances, Inc. (4338); Niche Marketing Group, Inc. (1943); Northern Brands, Inc. (7186); Northern Amenities, Ltd. (5387); Global Duty Free Supply, Inc. (2686); and Perfumers Art, Inc. (6616). The address of the Debtors' corporate headquarters is 35 Sawgrass Drive, Suite 2, Bellport, New York 11713.

2    Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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the entire record of these cases;

THE COURT FINDS AND CONCLUDES THAT.³ 

A.    Pursuant to the Confirmation Order, the Bankruptcy Court approved Section 6.11 of the Plan and held that, upon the Effective Date of the Plan it would enter an order closing the Chapter 11 Cases of Jacavi, LLC; Distribution Concepts, LLC; Flowing Velvet, Inc.; Northern Brands, Inc.; Northern Amenities, Ltd.; Global Duty Free Supply, Inc.; and Perfumers Art, Inc. (the "Completed Cases").

C.    Pursuant to the Confirmation Order, the Bankruptcy Court waived, solely with respect to the Completed Cases, the requirements of Rule 3022-1(a) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules") to file a written motion seeking entry of a final decree and to file a separate order closing each jointly administered or consolidated case, and the requirement of Local Rule 3022-1(c) that the Debtors file a final report and account.

ACCORDINGLY, THE COURT HEREBY ORDERS THAT:

1.    Pursuant to sections 350 and 105 of title 11 of the United States Code (the "Bankruptcy Code"), Rule 3022 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Local Rule 3022-1, and in accordance with the Plan and Confirmation Order, the Completed Cases, as identified in Exhibit 1 attached hereto, are hereby closed, effective as of the Effective Date.

_________________    

³Each finding of fact set forth or incorporated herein, to the extent it is or may be deemed a conclusion of law, shall also constitute a conclusion of law. Each conclusion of law set forth or incorporated herein, to the extent it is or may be deemed a finding of fact, shall also constitute a finding of fact.

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2.    Notwithstanding any other provision or paragraph of this final decree and order (the "Final Decree"), the following cases shall remain open:

Perfumania Holdings, Inc., Case No. 17-11795 (CSS); Perfumania, Inc., Case No. 17-11796 (CSS); Magnifique Parfumes and Cosmetics, Inc., Case No. 17-11797 (CSS); Ten Kesef II, Inc., Case No. 17-11798 (CSS); Perfumania.com, Inc., Case No. 17-11799 (CSS); Model Reorg Acquisition, LLC, Case No. 17-11794 (CSS); Northern Group, Inc., Case No. 17-11800 (CSS); Perfumania Puerto Rico, Inc., Case No. 17-11801 (CSS); Quality King Fragrance, Inc., Case No. 17-11802 (CSS); Scents of Worth, Inc., Case No. 17-11803 (CSS); Aladdin Fragrances, Inc., Case No. 17-11807 (CSS); and Niche Marketing Group, Inc., Case No. 17-11808 (CSS) (the "Remaining Cases").

3.    To the extent not already paid, any outstanding fees due and owing to the United States Trustee pursuant to 28 U.S.C. § 1930 in the Competed Cases shall be paid within ten (10) business days of the date of entry of this Final Decree.

4.    The clerk of the Bankruptcy Court shall enter this Final Decree on the dockets of each of the Completed Cases and such dockets thereafter shall be marked as closed. The closure of the Completed Cases is without prejudice to the rights of any party in interest to seek relief in the Remaining Cases with respect to the allowance or disallowance of Claims or as otherwise provided under the confirmed Plan or permitted by applicable law.

5.    Notwithstanding any other provision or paragraph of this Final Decree, the closure of the Completed Cases pursuant to the Plan and this Final Decree shall be only (i) for procedural purposes and (ii) for purposes of calculating fees payable under 28 U.S.C.§ 1930, and this Final Decree shall in no way prejudice the rights of any creditor with respect to the Debtors or their estates.

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Dated: Wilmington, Delaware

    _,2017

______________________________

Honorable Christopher S. Sontchi

UNITED STATES BANKRUPTCY JUDGE

1505691.02-NYCSR03A- MSW