NCG180177_COMPLETE FILE - HISTORICAL_20171213

STORMWATER DIVISION CODING SHEET
NCG PERMITS
PERMIT NO.
IV U� 0) i
DOC TYPE
tJ HISTORICAL FILE
❑ MONITORING REPORTS
DOC DATE
❑ a \ol -� / a ) 3
YYYYM M DD

Division of Energy, Mineral &Land Resources
�►'� Land Quality Section/Stormwater Permitting 1�
.;I —
National Pollutant Discharge Elimination System
Nonni GD pcwni I R
PERMIT NAME/OWNERSHIP CHANGE FORM
FOR AGENCY USE ONLY
Date Received
Year
I Month
I Da
Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
N 1 G 19. 1 0 N 1 C 101 / 19 E77=
H. Permit status prior to requested change.
a. Permit issued to (company name):
b. Person legally responsible for permit:
RECEIVED
DEC 13 2017
ttNR-1AN3QUALITY
:&bd Mi1lWAIRIPERMITTIAIG
c. Facility name (discharge)
d. Facility address:
e. Facility contact person:
Ne faae Nome CNoun �C
(_bri , Cara t1J3xr
First MI Last
V.P. of Msnurac4i,rioS
'ride
8 7 qih S+ree+ Placr° S G
Permit I-lolder Mailing Address
I -I ie lcorV 1VC a8'e�o9
City State 'Lip
(U8 )3a81-LBoa ( ) n;/
Phone Fax
Her; )age //o e Groan - L/kory P/nn�
Q u' howl P1acr 'rid
Address
I+i oLa9 �(e a?/0to a
City state Zip
.pony)-?, � MuSic
First / MI / Last Plmne
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result of: ❑ Change in ownership of the facility
❑ Name change of the facility or owner
!f other please explain: rn n a - 1
b. Permit issued to (company name):
c. Person legally responsible for permit:
-Phi n (z M at) lr r,o r-
title
37 q4k' SjyvP4- Place SE
Permit Balder Mailing Address
Gk OC'y C a
City Stale Zip
(Xa8 ) � a - l m. a%1<ios ®FtertkanecDn
I'Irone I mail Address
d. Facility name (discharge): e o . -14 io-k r, c vhdrr
e. Facility address: 37 'Dhe.12 )a c(�- &F
Address
City State Zip .
f. Facility contact person: -DrY n-b- 1- 1\4 u5 t C-C-
First MI Last
08-IS6`a Aonna musiek®hRri o 3 e haoip-
I'llone E-mail Address e-om
IV. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan. 27, 2014

s
:,
p
i
-
i
;.
'
�
j' ..
1 y
� i
� �
_.
' -

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Permit contact: l7a,r r] A3 Ce4
First MI Last
Enytrrxnmrzq--,)l
tle
/ VIg / ��1t7 �i SiGOafV s1YPp�
Mailing Address
Aenoit— A/C
cigv State Zip
($dg)7,5-44no da,;a.^lnui ©�PrIl lwl,,me. corn
Phone E-mail Address
V.
Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
®, Yes
El No (please explain)
VI Required Items: THIS APPLICATION WILL HE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
......................................................................................................................
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
I, , attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature Date
APPLICANT CERTIFICATION
1,T` +kattet that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature Date
.....................................
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan. 2T 2014

NC®ENR
North Carolina Department of Environment and Natural Resources
Pal McCrory
Governor
Mr. Chris Caraway
Heritage Home Group, LLC
37 91h Street Place SE
Hickory, NC 28602
Dear Mr. Caraway:
John E. Skvarla, III
Secretary
April 17, 2014 RECEIVED
APR 2 5 2014
CENTRAL FILES
DWQISOG
Subject: NPDES General Permit NCG180000
Heritage Home Group, LLC
Formerly Furniture Brands International
Certificate of Coverage NCG180177
Catawba County
Division personnel received your request to revise your stormwater permit Certificate of
Coverage to accurately reflect your new company and/or facility name.
Please find enclosed the revised Certificate of Coverage. The terms and conditions contained
in the General Permit remain unchanged and in full effect. This revised Certificate of Coverage
is issued under the requirements of North Carolina General Statutes 143-215.1 and the
Memorandum of Agreement between North Carolina and the U.S. Environmental Protection
Agency.
If you have any questions or need further information, please contact the Stormwater
Permitting Program at [phone].
Sincerely,
for Tracy E. Davis, P.E., CPM, Director
Division of Energy, Mineral and Land Resources
cc: Mooresville Regional Office, Z. Khan
Stormwater Permitting Program Files
Central Files
Division of Energy, Mineral, and Land Resources
Energy Section • Geological Survey Section • Land Quality Section
1612 Mail Service Center, Raleigh, North Carolina 27699-1612.919-707-9200 / FAX: [phone]
512 North Salisbury Street, Raleigh, North Carolina 27604 • Internet: http://portal.ncdenr.org/web/Ir/
An Equal Opportunity 1 Affirmative Action Employer - 50% Recycled 110% Post Consumer Paper

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES
GENERAL PERMIT NO. NCG180000
CERTIFICATE OF COVERAGE No. NCG180177
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
Heritage Home Group, LLC
is hereby authorized to discharge stormwater from a facility located at
Hickory Chair
37 91h Street Place SE
Hickory
Catawba County
to receiving waters designated as Cripple Creek, a class WS-IV water in the Catawba River
Basin, in accordance with the effluent limitations, monitoring requirements, and other conditions
set forth in Parts I, II, III, IV, V, and VI of General Permit No. NCG180000 as attached.
This certificate of coverage shall become effective April 17, 2014.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day April 17, 2014
for Tracy E. Davis, P.E., Director
Division of Energy, Mineral, and Land Resources
By the Authority of the Environmental Management Commission

&L :: Division of Water Quality / Surface Water Protection
qa
NCDENVINational Pollutant Discharge Elimination System
PERMIT NAME/OWNERSHIP CHANGE FORM
Ermn°""errt .wo NgWU Pcxuneed
Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate
N O G I ill 1 8 1 0 1 0 10 1 0 1 1 N 101 1 G I I 1 8
FOR AGENCY USE ONLY
Date Received
Year,
_Month_
Da ji,
1 PR '
J
Il
'�. t. ! I
125k"7LDSi7',) !....,
MAR 0 4 2614
11. Permit status prior to requested change.
a. Permit issued to (company name): Furniture Brands International
b. Person legally responsible for permit: Angie Houston
First MI
Last
Controller
Title
37 9°i Street Place SE
Permit I-lolder Mailing Address
Hickory NC
28602
City State
'Lip
[phone] [phone]
Phone
Fax
c. Facility name (discharge):
Hickory Chair Company
d. Facility address:
37 9" Street Place SI,
Address
Hickory NC
28602
City State
Zip
e. Facility contact person:
Donna L Musick (828)
328-1802
First / MI / Last
Phone
111. Please provide the following for the requested change (revised permit).
a. Request for change is a result of: X Change in ownership of the facility
X Name change of the facility or owner
If other please explain:
b. Permit issued to (company name):
c. Person legally responsible for permit:
d. Facility name (discharge):
e. Facility address:
f. Facility contact person:
Heritage Home Group, LLC
Chris Caraway
First MI Last
V. P. of Manufacturing
Title
37 9n' Street Place SE
Permit I lolder Mailing Address
Hickory NC 28602
City State 'Lip
[phone] Chris.Carawaypheritagehome.com
Phone E-mail Address
Hickory Chair
37 91" Street Place SE
Address
Hickory NC 28602
City State Zip
Donna L Musick
First MI Last
[phone] Donna.Musick a heritagehome.com
Revised 2012Ap23
Phone E-mail Address

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information (if different from the person legally responsible for the pennit)
Permit contact: Donna L Musick
First MI Last
Environmental Coordinator
Title
37 91h Street Place SE
Mailing Address
Hickory NC 28602
City State "Lip
[phone] Donna.Musick n,heritagehome.com
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted Prior
to this ownership or name change?
X Yes
❑ No (please explain)
VI Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE, OR MISSING:
X This completed application is required for both name change and/or ownership change
requests.
X Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
1, Angie Houston, attest that this application for a name/ownership change has been reviewed and is
accurate and complete to the best of my knowledge. 1 understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application
package will be returned as incomplete.
I 'i " z/,-y&
Signature Date
APPLICANT CERTIFICATION
1, Chris Caraway, attest that this application for a name/ownership change has been reviewed and is
accurate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application
package will be returned as incomplete.
Date
SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Revised 7/2008

Heritage Home Group, LLC — Hickory Chair
37 9`h Street Place SE, Hickory, NC 28692 [phone]
February 27, 2014
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
To whom it may concern:
t;OZ Y � NHtV
A Name/Ownership Change Form for Permit NCG 180000, CDC NCG 180177 is enclosed. The change in
ownership was due to a bankruptcy and therefore there will be no bill of sale or deed. I have enclosed a copy of the
Court Order regarding the sale of Furniture Brands International and The Heritage Home Group, LLC Closing
Release as documentation of the sale. Also note that the Owner Affiliation of record was Jeffrey Anderson and he
left the employ of the company before the bankruptcy filing. Angie Houston, Controller, assumed most of his job
responsibilities under both the previous owner and the current owner, and has signed as the permit holder prior to
the change.
The Stormwater Permit Renewal Questionnaire for this facility was also submitted electronically today.
If you have any questions or require additional information, I can be contacted by calling [phone] ext. 7387
or cell [phone]. You can also a -mail me at [e-mail].
Regards,
XQ01ZV6L `17-
Donna Musick

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 1 of 41 ��-(j--
10 @ VC
1N THE UNITED STATES BANKRUPTCY COURT M_MAR 0 4 Zu i4
FOR THE DISTRICT OF DELAWARE
UA
D NR� W— �rl
------------------------------------------------- --- — -------- x W
br re: Chapter 11
FURNITURE BRANDS Case No. 13-12329 (CSS)
INTERNATIONAL, INC., et al.,
Debtors.'
Jointly Administered
. Re: Docket Nos. 26,313
ORDER (1) APPROVING SALE OF ALL ACQUIRED ASSETS; (II) AUTHORIZING
ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND
UNEXPIRED LEASES: AND QH) GRANTING RELATED RELIEF
Upon the motion [Docket No. 26] (the "Motion")z of the debtors and debtors in possession
in the above -captioned cases (collectively, the "Debtors") pursuant to sections 105(a), 363, and
365 of title 1 I of the United States Code (the "Bankruptcy Code"), Rules 2002, 6004, and 6006 of
the Federal Rules of Bankruptcy Procedure (the `Bankruptcy Rules'), and Rule 6004-1 of the
Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's tax identification number,
as applicable, are: Furniture Brands International, Inc. (7683); Action Transport, Inc. (7587); Broyhill Furniture
Industries, Inc. (3217); Broyhill Home Furnishings, Inc. (8844); Broyhill Retail, Inc. (8843); Broyhill
Transport, Inc. (1721); Furniture Brands Holdings, Inc. (2837); Furniture Brands Operations, Inc. (4908);
Furniture Brands Resource Company, Inc. (1288); HDM Furniture Industries, Inc. (7484); HDM Retail, Inc.
(6125); HDM Transport, Inc. (4378); Lane Furniture Industries, Inc. (5064); Lane Home Furnishings Retail,
Inc. (9085); Laneventure, Inc. (8434); Maitland -Smith Furniture Industries, Inc. (7486); Thomasville Furniture
Industries, Inc. (6574); Thomasville Home Furnishings, Inc. (3139); Thomasville Retail, Inc. (f/k/a Classic
Design Fumishings, Inc.)'(6174). The Debtors' corporate headquarters is located at I N. Brentwood Blvd., St.
Louis, Missouri 63105.
Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in that certain
Asset Purchase Agreement by and among (i) Furniture Brands International, Inc. and certain of its subsidiaries,
(ii) the Purchasers (as defined therein), and (iii) the guarantors set forth therein, dated as of October 2, 2013, a
copy of which is attached hereto as Exhibit E, and the exhibits and schedules thereto and the Transaction
Documents (each as may be amended or supplemented from time to time, including, without limitation,
Amendment No. 1 to Asset Purchase Agreement, dated November 5, 2013, and Amendment No. 2 to the Asset
Purchase Agreement, dated November 22, 2013, collectively, the "Asset Purchase Agreement").

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 2 of 41
District of Delaware (the "Local Rules"), for entry of an order (this "Order") (i) approving the
sale of all of the Acquired Assets; (ii) authorizing the assumption and assignment of executory
contracts and unexpired leases; and (iii) granting related relief, all as more fully described in the
Motion; and the Court having entered the Order (i) Approving (a) Bidding Procedures; (b) Form and
Manner of Notices; (c) Form ofAsset Purchase Agreement, Including Bid Protections; (ii)
Scheduling Dates to Conduct Auction and Hearing to Consider Final Approval of Sales, Including
Treatment of Executory Contracts and Unexpired Leases; and (iii) Granting Related Relief [Docket
No. 313) (the "Original Bidding Procedures Order") and the Order Approving Technical
Modifications to Bidding Procedures Order [Docket No. 589] (the "Modification Order" and,
together with the Original Bidding Procedures Order, the `Bidding Procedures Order"); and the
Debtors having determined that the highest or otherwise best offer for the Acquired Assets was made
by the Purchasers (as part of the Sale (as defined herein) contemplated by the Asset Purchase
Agreement) in the form of the Asset Purchase Agreement; and the Court having conducted a
hearing on November 22, 2013 (the "Sale Hearing") to consider the approval of the Sale of the
Acquired Assets and consummation of the Sale pursuant to the terms and condition of the Asset
Purchase Agreement, and the Court having considered: (i) the Motion and any objections thereto;
(ii) the proposed Sale of the Acquired Assets by the Debtors to the Purchasers pursuant to the
Asset Purchase Agreement and the Transaction (as defined herein) contemplated thereby; (iii) die
arguments of counsel made, and evidence adduced, related thereto; and (iv) the full record in
the Chapter 11 Cases, including, without limitation, the record related to the hearing to
consider the Original Bidding Procedures Order and the Sale Hearing held before the Court; all
parties in interest having been heard, or having had the opportunity to be heard, regarding the
approval of the Asset Purchase Agreement, the Sale of the Acquired Assets, and the

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 3 of 41
Transaction contemplated by the Asset Purchase Agreement; and it appearing that the relief
requested in the Motion is in the best interests of the Debtors, their estates, their creditors, and
other parties in interest and that reasonable and adequate notice of the Motion, the Bidding
Procedures Order, the Sale contemplated by the Asset Purchase Agreement, this Order, and the
Sale Hearing has been provided to all entities required to be served in accordance with the
Bankruptcy Code and the Bankruptcy Rules; and after due deliberation thereon; and good and
sufficient cause appearing therefor, it is hereby
FOUND, CONCLUDED AND DETERMINED THAW
A. The findings and conclusions set forth herein constitute the Court's
findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to
this proceeding pursuant to Bankruptcy Rule 9014.
B. To the extent that any of the following findings of fact constitute
conclusions of law, they are adopted as such. To the extent any of the following conclusions of
law constitute findings of fact, they are adopted as such.
C. The Court has jurisdiction over the Motion and over the property of the
Debtors, including, without limitation, the Acquired Assets to be sold, transferred, and conveyed
pursuant to the Asset Purchase Agreement, and the Sale contemplated by the Asset Purchase
Agreement pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference
from the United States District Court for the District of Delaware, dated as of February 29, 2012.
This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue of the Chapter 11 Cases and
3 All findings of fact and conclusions of law announced by the Court at the Sale Hearing in relation to the Motion
are hereby incorporated herein to the extent not inconsistent herewith.

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 4 of 41
the Motion in this District and Court (as defined herein) is proper under 28 U.S.C. §§ 1408 and
1409.
D. This Order constitutes a final and appealable order within the meaning of
28 U.S.C. § 158(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), and to any extent
necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure,
as made applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no just
reason for delay in the implementation of this Order and expressly directs entry of judgment as
set forth herein.
E. The Acquired Assets constitute property of the Debtors' estates and title
thereto is vested in the Debtors' estates within the meaning of section 541(a) of the Bankruptcy
Code.
F. The statutory bases for the relief requested in the Motion are
sections 105(a), 363, and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, and
9014, and Local Rule 6004-1.
G. On September 9, 2013 (the "Petition Date"), each of the Debtors filed
voluntary petitions under chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware (the `Bankruptcy Court" or the "Court"). Since the Petition
Date, the Debtors have continued to operate their businesses and manage their properties as
debtors -in -possession pursuant to Bankruptcy Code sections 1107 and 1108.
H. On September 18, 2013, the official committee of unsecured creditors was
appointed (the "Committee").
1. The Court entered the Original Bidding Procedures Order on October 3,
2013 (i) establishing bidding and auction procedures (the `Bidding Procedures"), (ii) approving
4

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 5 of 41
the proposed Bid Protections (as defined in the Motion) for the Purchasers in accordance with
the Asset Purchase Agreement, (iii) scheduling an Auction and the Sale Hearing to consider the
Sale, (iv) permitting credit bidding for the Purchasers pursuant to section 363(k) of the
Bankruptcy Code, (v) establishing procedures for noticing and determining cure amounts related
to the Debtors' executory contracts and unexpired leases, (vi) approving the form and manner of
notice of all procedures, protections, schedules, and agreements, and (vii) granting certain related
relief. The Court entered the Modification Order on November 6, 2013, approving certain
technical modifications to the Original Bidding Procedures Order, including, without limitation,
with respect to the marketing and sale timeline.
J. Actual written notice of, and a reasonable opportunity to object or be
heard with respect to, the Motion, the Auction, the Sale Hearing, and the Sale has been afforded
to all known interested entities, including, without limitation, the following parties: (i) the Office
of the United States Trustee for the District of Delaware; (ii) the creditors on the Debtors'
creditor matrix as of October 10, 2013; (iii) counsel to the Committee; (iv) counsel to the
Purchasers; (v) GE Capital; (vi) counsel for NexBank SSB, as administrative agent for the
Debtors' prepetition term lenders; (vii) counsel for GE Capital, as administrative agent for the
Debtors' prepetition asset -based credit facility lenders; (viii) counsel for Bank of America N.A.,
as administrative agent for the Debtors' postpetition lenders; (ix) the United States Attorney for
the District of Delaware; (x) the Internal Revenue Service; (xi) the Securities and Exchange
Commission; (xii) those entities who have formally filed requests for notice in the Chapter 11
Cases pursuant to Bankruptcy Rule 2002; and (xiii) all entities that have expressed an interest to
the Debtors' investment bankers in purchasing the Acquired Assets.

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 6 of 41
K. The Debtors have articulated good and sufficient reasons for the Court to
grant the relief requested in the Motion regarding the sale process, including, without limitation,
approval and authorization to serve the Sale Notice (as defined in the Original Bidding
Procedures Order) and the Revised Sale Notice (as defined in the Modification Order).
L. The Sale Notice and the Revised Sale Notice provided all interested
parties with timely and proper notice of the Sale contemplated by the Asset Purchase Agreement,
the Sale Hearing, and the Auction, including, without limitation, the assumption, sale, and
assignment of each Assumed Executory Contract.
M. As evidenced by the certificates and affidavits of service previously filed
with the Court, proper, timely, adequate, and sufficient notice of the Motion, the Auction, the
Sale Hearing, and the Sale has been provided in accordance with sections 102(1), 363, and 365
of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006, and 9014.4 The Debtors also
have complied with all obligations to provide notice of the Motion, the Auction, the Sale
Hearing, and the Sale required by the Bidding Procedures Order, including, without limitation,
with respect to notice of the assumption, sale, and assignment of each Assumed Executory
Contract.5 Notice of the Motion, the Auction, the Sale Hearing, and the Sale was also published
in The Wall Street Journal, national edition, on October 14, 2013 and on November 8, 2013, the
4 See Aff of Service, dated October 17, 2013 [Docket No. 417]; Supplemental Aff. of Service, dated October 23,
2013 [Docket No. 530]; Supplemental AJf of Service, dated October 30, 2013 [Docket No. 554]; Aff. of Service,
dated November 8, 2013, 2013 [Docket No. 6221; SupplementalAff. of Service, dated November 6, 2013, 2013
[Docket No. 638]; Supplemental Aff of.Service, dated November 7, 2013, 2013 [Docket No. 662]; Aff. of
Service, dated November 8, 2013, 2013 [Docket No. 667]; Aff. of Service, dated November 8, 2013 [Docket No.
669]; Supplemental Aff. of Service, dated November 12, 2013, 2013 [Docket No. 6731.
5 See Aff. of Service, dated October 21, 2013 [Docket No. 4671; Aff. of Service, dated October 23, 2013 [Docket
No. 528); Aff. of Service, dated November 5, 2013 [Docket No. 5921; Aff. of Service, dated November 5, 2013
[Docket No. 593]; Af. of Service, dated November 6, 2013 [Docket No. 6341; Aff. of Service, dated November
15, 2013 [Docket No. 6741; Aff. of Service, dated November 15, 2013 [Docket No. 6761.

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 7 of 41
St. Louis Post -Dispatch on October 14, 2013 and on November 8, 2013, and the November issue
of the Home Furnishings News, which was distributed on or around November 1, 2011.6 The
notices described above were good, sufficient, and appropriate under the circumstances, and no
other or further notice of the Motion, the Auction, the Sale Hearing, or the Sale contemplated by
the Asset Purchase Agreement is required.
N. The disclosures made by the Debtors concerning the Asset Purchase
Agreement, the Auction, the Sale contemplated by the Asset Purchase Agreement, and the Sale
Hearing were good, complete, and adequate.
O. The Bidding Procedures set forth in the Bidding Procedures Order were
non -collusive and proposed and executed in good faith as a result of arm's-length negotiations
between the Debtors and the Purchasers, and were substantively and procedurally fair to all
entities.
P. The Debtors conducted the sale and auction process in accordance, and
have otherwise complied in all respects, with the Bidding Procedures Order. The sale and
auction process set forth in the Bidding Procedures Order afforded a full, fair, and reasonable
opportunity for any entity to make a higher or otherwise better offer to purchase the Acquired
Assets.
Q. The Asset Purchase Agreement contemplates a transaction pursuant to
which the Purchasers will acquire the Acquired Assets and assume the Assumed Obligations,
6 See Aff. ofPublication ofNotice of Bid Deadline, Public Auction, and Sale Hearing in Connection with the Sale
of All or Substantially All of the Acquired Assets in St. Louis Post -Dispatch on October 14, 2013, dated October
31, 2013 [Docket No. 546]; Aff. ofPublication ofNotice of Bid Deadline, Public Auction, and Sale Hearing in
Connection with the Sale of All or Substantially All ofthe Acquired Assets in The Wall Street Journal on
October 14, 2013, dated October 31, 2013 [Docket No. 547]; Aff. of Publication, dated October 31, 2013
[Docket No. 552]; AJf. ofPublication, dated November 15, 2013 [Docket No. 6821.

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 8 of 41
subject to the Permitted Liens (the "Transaction"). The sale of the Acquired Assets, and any
related transactions, including, without limitation, the assumption and assignment of the
Assumed Executory Contracts, shall be referred to herein collectively as the "Sale."
R. The Asset Purchase Agreement and the Sale contemplated thereby
constitute the highest or otherwise best offer for the Acquired Assets and will provide a greater
recovery for the Debtors' estates than would be provided by any other available alternative. The
Debtors' determination that the Asset Purchase Agreement constitutes the highest or otherwise
best offer for the Acquired Assets constitutes a valid and sound exercise of the Debtors' business
judgment.
S. The Asset Purchase Agreement and the Sale contemplated thereby
represent a fair and reasonable offer to purchase the Acquired Assets under the circumstances of
the Chapter I I Cases. No other entity or group of entities has offered to purchase the Acquired
Assets with a higher or otherwise better offer than the Purchasers.
T. Approval of the Motion and the Asset Purchase Agreement and the
consummation of the Sale contemplated thereby are in the best interests of the Debtors, their
creditors, their estates, and other parties in interest.
U. The Debtors have demonstrated compelling circumstances and a good,
sufficient, and sound business purpose and justification for the Sale of the Acquired Assets
outside the ordinary course of business. Such business reasons include, without limitation, the
following: (i) the Asset Purchase Agreement constitutes the highest or otherwise best offer for
the Acquired Assets; (ii) the Asset Purchase Agreement and the closing thereon will present the
best opportunity to realize the value of the Acquired Assets on a going concern basis and avoid
decline and devaluation of the Acquired Assets; and (iii) any other transaction, including,

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 9 of 41
without limitation, pursuant to a chapter I I plan, would not have yielded as favorable an
economic result.
V. The Debtors have, to the extent necessary, satisfied the requirements of
section 363(b)(1) of the Bankruptcy Code because the Debtors do not qualify as debtors that, in
connection with offering a product or service, disclose to an individual a policy prohibiting the
transfer of personally identifiable information about individuals that are not affiliated with the
Debtors. Accordingly, appointment of a consumer privacy ombudsman in accordance with
sections 363(b)(1) or 332 of the Bankruptcy Code is not required with respect to the Sale.
W. The Purchasers are purchasing the Acquired Assets in good faith, are good
faith buyers within the meaning of section 363(m) of the Bankruptcy Code, are therefore entitled
to the full protections of that provision, and otherwise have proceeded in good faith in all
respects in connection with this proceeding in that, inter alia: (i) the Purchasers recognized that
the Debtors were free to deal with any other entity interested in acquiring the Acquired Assets;
(ii) the Purchasers complied with the provisions in the Bidding Procedures Order; (iii) the
Purchasers agreed to subject their bid to the competitive bidding procedures set forth in the
Bidding Procedures Order; (iv) all payments to be made by the Purchasers and other agreements
or arrangements entered into by the Purchasers in connection with the Sale have been disclosed;
(v) the Purchasers have not violated section 363(n) of the Bankruptcy Code by any action or
inaction; and (vi) the negotiation and execution of the Asset Purchase Agreement and the Sale
contemplated thereby was at arm's-length and in good faith.
X. The Debtors and the Purchasers have not engaged in any conduct that
would permit the Asset Purchase Agreement or the sale of the Acquired Assets or the Sale
contemplated thereby to be avoided under section 363(n) of the Bankruptcy Code.

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 10 of 41
Y. The consideration provided by. Purchasers pursuant to the Asset Purchase
Agreement is fair and adequate and constitutes reasonably equivalent value and fair
consideration under the Bankruptcy Code and under the laws of the United States, any state,
territory, possession, or the District of Columbia.
Z. By consummating the Sale pursuant to the Asset Purchase Agreement and
the Sale contemplated thereby, the Purchasers are not a mere continuation of the Debtors or their
estates and there is no continuity between the Purchasers and Debtors. The Purchasers are not
holding themselves out to the public as a continuation of the Debtors. The Purchasers are not a
successor to the Debtors or their estates and the Sale does not amount to a consolidation, merger,
or de facto merger of the Purchasers and the Debtors.
AA. The Sale of the Acquired Assets outside a chapter 11 plan pursuant to the
Asset Purchase Agreement neither impermissibly restructures the rights of the Debtors' creditors
nor impermissibly dictates the terms of a chapter 11 plan of the Debtors. The Sale does not
constitute a sub rosa plan.
BB. Subject to the entry of this Order, the Debtors, acting by and through their
existing agents, representatives, and officers, have full corporate power and authority to execute
and deliver the Asset Purchase Agreement and all other documents contemplated thereby, and no
further consents or approvals are required for the Debtors to consummate the Sale contemplated
by the Asset Purchase Agreement, except as otherwise set forth in the Asset Purchase
Agreement.
CC. The Purchasers have not agreed to assume and shall have no obligations
with respect to any liabilities of the Debtors or their subsidiaries or Affiliates other than the
10

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 11 of 41
Assumed Obligations and the Permitted Liens expressly set forth in the Asset Purchase
Agreement.
DD. The transfer of each of the Acquired Assets to the Purchasers will be as of
the Closing Date a legal, valid, and effective transfer of such assets, and vests or will vest the
Purchasers with all right, title, and interest of the Debtors to the Acquired Assets free and clear
of all Interests or Claims (as defined in paragraph 9 hereof) accruing, arising, or relating thereto
any time prior to the Closing Date, except for any Assumed Obligations and Permitted Liens
under the Asset Purchase Agreement.
EE. The Debtors may sell the Acquired Assets free and clear of all Interests or
Claims against the Debtors, their estates, or any of the Acquired Assets (except for the Assumed
Obligations and the Permitted Liens) because, in each case, one or more of the standards set forth
in section 363(f)(I)-(5) of the Bankruptcy Code has been satisfied. Those holders of Interests or
Claims against the Debtors, their estates, or any of the Acquired Assets who did not object, or
who withdrew their objections, to the Sale or the Motion are deemed to have consented thereto
pursuant to section 363(f)(2) of the Bankruptcy Code. Those holders of such Interests or Claims
who did object fall within one or more of the other subsections of section 363(t) of the
Bankruptcy Code and are adequately protected by having their Interests or Claims, if any, in
each instance against the Debtors, their estates, or any of the Acquired Assets, attach to the cash
proceeds of the Sale ultimately attributable to the Acquired Assets in which such creditor alleges
an interest, in the same order of priority, with the same validity, force, and effect that such
creditor had prior to the Sale, and subject to any claims and defenses the Debtors and their
estates may possess with respect thereto.
11

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 12 of 41
FF. If the Sale were not free and clear of all Interests or Claims, or if the
Purchasers would, or in the future could, be liable for any of the Interests or Claims, the
Purchasers would not have entered into the Asset Purchase Agreement and would not
consummate the Sale, thus adversely affecting the Debtors, their estates and their creditors.
GG. The assumption and assignment of the Assumed Executory Contracts
pursuant to the terms of this Order is integral to the Asset Purchase Agreement and is in the best
interests of the Debtors and their estates, creditors, and other parties in interest, and represents
the reasonable exercise of sound and prudent business judgment by the Debtors. For the
avoidance of doubt, Assumed Executory Contracts include, without limitation, any Designated
Contracts that become Assumed Executory Contracts in accordance with the terms of the Asset
Purchase Agreement.
HH. The Debtors and Purchasers have, to the extent necessary, satisfied the
requirements of section 365 of the Bankruptcy Code, including, without limitation, sections
365(b)(1)(A) and (B) and 365(f) of the Bankruptcy Code, in connection with the Sale and the
assumption and assignment of the Assumed Executory Contracts to the extent provided under the
Asset Purchase Agreement. The Purchasers are able to demonstrate adequate assurance of future
performance with respect to any Assumed Executory Contracts in accordance with section
365(b)(1)(C) of the Bankruptcy Code. Except as expressly provided by the Asset Purchase
Agreement, the Assumed Executory Contracts are assumable and assignable notwithstanding any
provisions contained therein to the contrary.
II. To maximize the value of the Acquired Assets, it is essential that the
closing of the Sale occurs within the time constraints set forth in the Asset Purchase Agreement.
Time is of the essence in consummating the Sale.
12

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 13 of 41
JJ. Subject to the terms and conditions of the DIP Order: (i) the DIP Lenders
(excluding any DIP Lender that is not an Affiliate of the Purchasers) hold allowed secured
claims entitled to superpriority status in an estimated aggregate amount of not less than $168
million, which claims are not subject to avoidance, reduction, disallowance, impairment, or
subordination pursuant to the Bankruptcy Code or applicable non -bankruptcy law, plus such
additional amounts, including, without limitation, accrued interest with respect thereto and any
fees, expenses, costs, or charges, all to the extent allowed under, and pursuant to, the DIP Credit
Agreement and the DIP Order (the "DIP Claims"); (ii) on account of the DIP Claims, the DIP
Lenders (excluding any DIP Lender that is not an Affiliate of the Purchasers) are secured
creditors of the Debtors, holding valid, binding, enforceable, and perfected security interests in,
on, and against the Debtors, their estates, and property of the estates, arising in connection with,
and pursuant to (a) the DIP Credit Agreement and (b) the DIP Order; and (iii) pursuant to the
Bidding Procedures Order, the Purchasers were authorized to credit bid any or all such DIP
Claims at the Auction under section 363(k) of the Bankruptcy Code.
KK. Subject to the terms and conditions of the DIP Order, pursuant to the
agreements under the Asset Purchase Agreement and sections 363(b) and 363(k) of the
Bankruptcy Code, the Purchasers credit bid in an estimated aggregate amount of not less than
$168 million of the DIP Claims, which credit bid was a valid and proper offer pursuant to the
Bidding Procedures Order (the "Credit Bid").
LL. Given all of the circumstances of the Chapter 11 Cases and the adequacy
and fair value of the Purchase Price under the Asset Purchase Agreement, the Sale constitutes a
reasonable and sound exercise of the Debtors' business judgment, is in the best interests of the
Debtors, their estates, their creditors, and other parties in interest, and should be approved.
13

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 14 of 41
MM. The consummation of the Sale is legal, valid, and properly authorized
under all applicable provisions of the Bankruptcy Code, including, without limitation,
sections 105(a), 363(b), 363(f), 363(m), 365(b), and 365(f) of the Bankruptcy Code, and all of
the applicable requirements of such sections have been complied with in respect of the Sale.
NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:
The relief requested in the Motion is granted and approved as set forth in
this Order, and the Sale contemplated thereby and by the Asset Purchase Agreement is approved
as set forth in this Order.
2. Any and all objections and responses to the Motion (other than the Contract
Objections (as defined below), which are adjourned as set forth in paragraph 35 hereof, subject to all
of the Debtors' rights and defenses) that have not been withdrawn, waived, settled, or resolved as
set forth herein, and all reservations of rights included therein, are hereby overruled and denied.
Notice of the Motion, the Auction, the Sale Hearing, and the Sale
contemplated by the Asset Purchase Agreement was fair and equitable under the circumstances
and complied in all respects with section 102(1) of the Bankruptcy Code and Bankruptcy Rules
2002, 6004, and 6006.
Approval of the Sale of the Acquired Assets
4. The Purchasers' offer for the Acquired Assets, as embodied in the Asset
Purchase Agreement, is the highest or otherwise best offer for the Acquired Assets. The Asset
Purchase Agreement, including, without limitation, all other ancillary documents, and all of the
terms and conditions thereof, and the Sale contemplated thereby, including, without limitation,
the Credit Bid and the Transaction, are hereby approved in all respects.
5. The Sale of the Acquired Assets and the consideration provided by the
Purchasers under the Asset Purchase Agreement, including, without limitation, the amount
14

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 15 of 41
provided pursuant to the Credit Bid, is fair and reasonable and shall be deemed for all purposes
to constitute a transfer for reasonably equivalent value and fair consideration under the
Bankruptcy Code and other applicable law.
6. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors, acting by
and through their existing agents, representatives, and officers, are authorized and empowered to
take any and all actions necessary or appropriate to (a) consummate the Sale, including, without
limitation, the Transaction, pursuant to and in accordance with the terms and conditions of the
Asset Purchase Agreement, (b) close the Sale as contemplated in the Asset Purchase Agreement
and this Order, (c) transfer and assign all right, title, and interest (including, without limitation,
common law rights) to all property, licenses, and rights to be conveyed in accordance with the
terms and conditions of the Asset Purchase Agreement, and (d) execute and deliver, perform
under, consummate, implement, and close fully the Asset Purchase Agreement, together with all
additional instruments and documents that may be reasonably necessary or desirable to
implement the Asset Purchase Agreement and the Sale, including, without limitation, any
ancillary documents, or as may be reasonably necessary or appropriate to the performance of the
obligations as contemplated by the Asset Purchase Agreement and such ancillary documents.
This Order shall be binding in all respects upon the Debtors, their estates,
all creditors, all holders of equity interests in the Debtors, all holders of any Interests or Claims
(whether known or unknown) against any Debtor, any holders of Interests or Claims against or
on all or any portion of the Acquired Assets, all counterparties to any executory contract or
unexpired lease of the Debtors, the Purchasers and all successors and assigns of the Purchasers,
and any trustees, examiners, or other fiduciaries under any section of the Bankruptcy Code, if
15

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 16 of 41
any, subsequently appointed in any of the Chapter 11 Cases or upon a conversion to chapter 7
under the Bankruptcy Code of any of the Chapter 11 Cases.
8. The terms and provisions of the Asset Purchase Agreement and this Order
shall inure to the benefit of the Debtors, their estates, and their creditors, the Purchasers and their
respective Affiliates, successors, and assigns, and any affected third parties, including, without
limitation, all entities asserting any Interests or Claims in the Acquired Assets to be sold to the
Purchasers pursuant to the Asset Purchase Agreement, notwithstanding any subsequent
appointment of any trustee(s), party, entity, or other fiduciary under any section of any chapter of
the Bankruptcy Code, as to which trustee(s), party, entity, or other fiduciary such terms and
provisions likewise shall be binding.
Sale and Transfer of Acquired Assets
9. Pursuant to sections 105(a), 363(b), 363(f), 365(b), and 365(f) of the
Bankruptcy Code, upon the Closing Date and pursuant to the Asset Purchase Agreement, the
Acquired Assets shall be transferred to the Purchasers free and clear of all interests, including,
without limitation, Excluded Liabilities, mortgages, restrictions, hypothecations, charges,
indentures, loan agreements, instruments, collective bargaining agreements, leases, licenses,
options, deeds of trust, security interests, other interests, conditional sale or other title retention
agreements, pledges, liens (including, without limitation, as that term is defined in the Asset
Purchase Agreement and including, without limitation, mechanics', materialmens' and other
consensual and non-consensual liens, and statutory liens), judgments, demands, encumbrances,
rights of first refusal, offsets, contracts, recoupment, rights of recovery, claims for
reimbursement, contribution, indemnity, exoneration, products liability, alter -ego,
environmental, or tax, decrees of any court or foreign or domestic governmental entity, or
16

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 17 of 41
charges of any kind or nature, if any, including, without limitation, any restriction on the use,
voting, transfer, receipt of income, or other exercise of any attributes of ownership, debts arising
in any way in connection with any agreements, acts, or failures to act, including, without
limitation, any pension liabilities, retiree medical benefit liabilities, liabilities related to the
Employee Retirement Income Security Act, liabilities related to the Internal Revenue Code, or
any other liability relating to Debtors' current and former employees, including, without
limitation, any withdrawal liabilities, of the Debtors or any of the Debtors' predecessors or
Affiliates, claims (as that term is defined in the Bankruptcy Code), whether known or unknown,
choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or
unrecorded, perfected or unperfected, allowed or disallowed, contingent or non -contingent,
liquidated or unliquidated, matured or unmatured, material or non -material, disputed or
undisputed, whether arising prior to or subsequent to the commencement of these bankruptcy
cases, and whether imposed by agreement, understanding, law, equity, or otherwise, including,
without limitation, claims otherwise arising under doctrines of successor liability other than the
Assumed Obligations and Permitted Liens (collectively, the "Interests or Claims"), with all such
Interests or Claims to attach after the Closing Date to the cash proceeds of the Sale in the order
of their priority, with the same validity, force, and effect which they now have as against the
Acquired Assets, subject to any claims and defenses the Debtors may possess with respect.
thereto. For the avoidance of doubt, the Acquired Assets include, without limitation, all
outstanding equity interests of any Foreign Subsidiary the equity interests of which are held
directly by a Seller and which is set forth on Schedule 2.1(a)(xviii) of the Asset Purchase
Agreement.
17

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 18 of 41
10. On the Closing Date, this Order shall be construed and shall constitute for
any and all purposes a full and complete general assignment, conveyance, and transfer of all of
the Acquired Assets or a bill of sale transferring good and marketable title in such Acquired
Assets to the Purchasers. On the Closing Date, this Order shall be construed and shall constitute
for any and all purposes a full and complete and general assignment of all right, title, and interest
of the Debtors and each estate to the Purchasers in the Assumed Executory Contracts. For the
avoidance of doubt, the Excluded Assets are not included in the Acquired Assets.
11. Subject to the entry of this Order and terms and conditions of this Order,
the transfer of Acquired Assets to the Purchasers pursuant to the Asset Purchase Agreement does
not require any consents other than as specifically provided for in the Asset Purchase Agreement
and constitutes a legal, valid, and effective transfer of the Acquired Assets, and shall vest the
Purchasers with all of the right, title, and interest of the Debtors in and to the Acquired Assets as
set forth in the Asset Purchase Agreement, as applicable, free and clear of all Interests or Claims
of any kind or nature whatsoever.
12. To the greatest extent available under applicable law and except as
provided in the Asset Purchase Agreement, the Purchasers, as provided by the Asset Purchase
Agreement, shall be authorized, as of the Closing Date, to operate under any license, permit,
registration, and governmental authorization or approval of the Debtors with respect to the
Acquired Assets, and all such licenses, permits, registrations, and governmental authorizations
and approvals are deemed to have been, and hereby are, directed to be transferred to the
Purchasers as of the Closing Date as provided by the Asset Purchase Agreement.
13. All entities that are presently, or on the Closing may be, in possession of
some or all of the Acquired Assets to be sold, transferred, or conveyed pursuant to the Asset
18

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 19 of 41
Purchase Agreement are hereby directed to surrender possession of the Acquired Assets to the
Purchasers on the Closing Date.
14. Except as expressly permitted or otherwise specifically provided by the
Asset Purchase Agreement or this Order, all entities holding Interests or Claims in all or any
portion of the Acquired Assets arising under or out of, in connection with, or in any way relating
to the Debtors, the Acquired Assets, the operation of the Debtors' Business prior to the Closing
Date, or the transfer of the Acquired Assets to the Purchasers, hereby are forever permanently
barred, estopped, and enjoined from asserting against the Purchasers or their successors or
assigns, their property, or the Acquired Assets, such entities' Interests or Claims in and to the
Acquired Assets. On the Closing Date, each creditor of the Debtors is authorized and directed to
execute such documents and take all other actions as may be necessary to release Interests or
Claims on the Acquired Assets, if any, as provided for herein, as such Interests or Claims may
have been recorded or may otherwise exist. The Sale, including, without limitation, the
Transaction, authorized herein shall be of full force and effect, regardless of the Debtors' lack of
good standing in any jurisdiction in which such Debtor is formed or authorized to transact
business.
15. Effective upon the Closing Date and without further order of the Court, if
any person or entity that has filed financing statement, mortgages, mechanic's liens, lis pendens,
or other documents or agreements evidencing Interests or Claims against or in the Acquired
Assets shall not have delivered to the Debtors prior to the Closing, in proper form for filing and
executed by the appropriate parties, termination statements, instruments of satisfactions, releases
of all Interests or Claims that the person or entity has with respect to the Acquired Assets, or
otherwise, then (a) the Debtors are hereby authorized and directed to execute and file such
19

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 20 of 41
statements, instruments, releases, and other documents on behalf of the person or entity with
respect to the Acquired Assets and (b) the Purchasers are hereby authorized to file, register, or
otherwise record a certified copy of this Order, wlrich, once filed, registered, or otherwise
recorded, shall constitute conclusive evidence of the release of all Interests or Claims in the
Acquired Assets of any kind or nature. For the avoidance of doubt, to the extent necessary, upon
consummation of the Sale, the Purchasers are authorized to file termination statements, lien
terminations, or other amendments in any required jurisdiction to remove and record notice
filings or financing statements recorded to attach, perfect, or otherwise notice any lien or
encumbrance that is extinguished or otherwise released pursuant to this Order under section 363
and the related provisions of the Bankruptcy Code.
16. All entities are hereby forever prohibited and permanently barred,
estopped, and enjoined from taking any action that would adversely affect or interfere with the
ability of the Debtors to sell and transfer the Acquired Assets to the Purchasers in accordance
with the terms of the Asset Purchase Agreement and this Order.
17. This Order is and shall be binding upon and govern the acts of all entities,
including, without limitation, federal, state, and governmental agencies or departments, all filing
agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds,
registrars of deeds, administrative agencies, governmental departments, secretaries of state,
federal and local officials, and all other persons and entities who may be required by operation of
law, the duties of their office, or contract to accept, file, register or otherwise record or release
any documents or instruments, or who may be required to report or insure any title or state of
title in or to any lease; and each of the foregoing entities is hereby directed to accept for filing
any and all of the documents and instruments necessary and appropriate to consummate the Sale.
20

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 21 of 41
18. Subject to the terms and conditions of the DIP Order: (a) upon the
Closing, the DIP Claims shall be deemed satisfied in an amount equal to the Credit Bid; (b) after
deducting the amount of the Credit Bid, the DIP Claims shall be deemed to be allowed claims in
each of the Chapter 1 I Cases without further order of the Court; and (c) upon Closing, the liens
on the assets of the Debtors granted under the DIP Credit Agreement to secure the indebtedness
thereunder shall be deemed released solely with respect to the Acquired Assets, and the Debtors
are authorized to and shall take all reasonable actions to confirm removal of any such liens;
rovided, however, that to the extent the claims under the DIP Credit Agreement have been
satisfied in full, all such liens on all assets of the Debtors shall be deemed released without
further order of the Court, and the DIP Lenders shall take all reasonable actions to confirm
removal of any such liens.
19. Subject to the terms and conditions of the DIP Order, effective upon the
Closing Date and without further order of the Court, (a) the Debtors and their subsidiaries,
Affiliates, successors, and assigns and (b) the Committee shall waive any and all actions related
to and release each of the DIP Lenders and each of their respective shareholders, controlling
persons, directors, agents, officers, subsidiaries, Affiliates, successors, assigns, directors,
managers, principals, officers, employees, agents, investors, funds, advisors, attorneys,
professionals, representatives, accountants, investment bankers, and consultants, each in their
respective capacity as such (collectively, the "DIP Parties") from any and all damages, losses,
settlement payments, obligations, liabilities, claims, actions, causes of action, whether groundless
or otherwise, arising out of, based upon, or related to, in whole or in part, any of the DIP Credit
Agreement or the DIP Order, any documents related to the DIP Credit Agreement or the DIP
Order, any aspect of the prepetition or postpetition relationship with the DIP Parties and any
21

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 22 of 41
Debtor, or any other acts or omissions by the DIP Parties in connection with the DIP Credit
Agreement or the DIP Order, any documents related to the DIP Credit Agreement or the DIP
Order, or any aspect of their prepetition or postpetition relationship with any Debtor.
20. Except as set forth in the Asset Purchase Agreement or this Order,
Purchasers are purchasing the Acquired Assets on an "as is, where is" basis.
Contracts to Be Assigned
21. Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, and
subject to and conditioned upon the occurrence of the Closing Date, the Debtors' assumption and
assignment to the Purchasers of the Assumed Executory Contracts, and the Purchasers'
assumption thereof on the terms set forth in the Asset Purchase Agreement, each is hereby
approved in its entirety, and the requirements of section 365 of the Bankruptcy Code with respect
thereto are hereby deemed satisfied.
22. Subject to paragraph 37 of this Order, the Debtors are hereby authorized
and directed in accordance with sections 105(a), 363, and 365 of the Bankruptcy Code to
(a) assume and assign to the Purchasers, effective upon the Closing Date or, with respect to
Designated Contracts that become Assumed Executory Contracts pursuant to the terms of the
Asset Purchase Agreement, effective upon delivery of the corresponding Assumption Notice by
the Purchasers to the Debtors, the Assumed Executory Contracts free and clear of all Interests or
Claims of any kind or nature whatsoever and (b) execute and deliver to the Purchasers such
documents or other instruments as may be reasonably necessary to assign and transfer the
Assumed Executory Contracts to the Purchasers.
23. Upon the Closing or, with respect to Designated Contracts that become
Assumed Executory Contracts pursuant to the terms of the Asset Purchase Agreement, upon
22

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 23 of 41
delivery of the corresponding Assumption Notice by the Purchasers to the Debtors, in
accordance with sections 363 and 365 of the Bankruptcy Code, the Purchasers shall be fully and
irrevocably vested in all right, title, and interest of each Assumed Executory Contract, The
Debtors are authorized to and shall cooperate with, and take all actions reasonably requested by,
the Purchasers to effectuate the foregoing, as further provided in the Asset Purchase Agreement.
24. The Assumed Executory Contracts shall be transferred to, and shall
remain in full force and effect for the benefit of, the Purchasers in accordance with their
respective terms, notwithstanding any provision in any such Assumed Executory Contract
(including, without limitation, those of the type described in sections 365(b)(2) and (f) of the
Bankruptcy Code) that prohibits, restricts, or conditions such assignment or transfer.
25. Pursuant to sections 365(b)(1)(A) and (B) of the Bankruptcy Code, and
except as otherwise provided by this Order, the Debtors are authorized to and shall promptly pay
the Cure Amounts (other than Cure Amounts, capped at $2,100,000, for Assumed Contracts
relating to the Lane Business, which is an Assumed Obligation under the Asset Purchase
Agreement) relating to any Assumed Executory Contract, if any, as set forth in the Cure Notices?
(as defined in the Bidding Procedures Order) served by the Debtors on each of the parties to
Scheduled Contracts, with respect to possible assumption and assignment thereof. The Cure
Specifically, the Cure Notices are: (a) the Notice to Counterparties to Executory Contracts and Unexpired
Leases the Debtors May Assume and Assign as Part of Sale of All or Substantially All of the Acquired Assets,
dated October 18, 2013 [Docket No. 424]; (b) the Notice to Counterparties to Executory Contracts and
Unexpired Leases the Debtors May Assume and Assign as Part of Sale of All or Substantially All of the
Acquired Assets, dated November 4, 2013 [Docket No. 573]; and (c) Notice to Counterparties to Executory
Contracts and Unexpired Leases the Debtors May Assume and Assign as Part of Sale of All or Substantially All
of the Acquired Assets, dated November 14, 2013 [Docket No. 664]. See also Aff. of Service, dated October 21,
2013 [Docket No. 4671; Aff. of Service, dated October 23, 2013 [Docket No. 528]; Aff. of Service, dated
November 5, 2013 [Docket No. 592]; Aff. of Service, dated November 5, 2013 [Docket No. 593]; Aff. of Service,
dated November 6, 2013 [Docket No. 634]; Aff. of Service, dated November 15, 2013 [Docket No. 674]; Af. of
Service, dated November 15, 2013 [Docket No. 676].
23

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 24 of 41
Amounts are hereby fixed at (a) the amounts set forth in the Cure Notices served by the Debtors,
(b) the amounts determined on the record at the Sale Hearing or as set forth in this Order in
accordance with paragraph 26 hereof, or (c) with respect to the Contract Objections (as defined
below), (i) the amounts set forth in the Supplemental Cure Notices (as defined below)
documenting the resolution of any such Contract Objections in accordance with paragraph 36
hereof or (ii) as determined by order of the Court after the adjudication of any such Contract
Objections in accordance with paragraph 36 hereof, as the case may be, and the non -Debtor
parties to the Assumed Executory Contracts are forever bound by such Cure Amounts as full,
final, and complete satisfaction of all amounts due to cure defaults and compensate for any actual
pecuniary loss, and such non -Debtor parties are hereby forever permanently barred, estopped,
and enjoined from taking any action against the Debtors or their estates, the Purchasers, or the
Acquired Assets with respect to any claim for cure under any Assumed Executory Contract. The
payment of the applicable Cure Amounts (if any) by the Debtors (or the Purchasers, with respect
to the Cure Amounts, capped at $2,100,000, for Assumed Contracts relating to the Lane
Business) will (a) effect a cure of all defaults existing thereunder as of the date that such
executory contracts or unexpired leases are assumed and assigned within the meaning of section
365(b)(1)(A) of the Bankruptcy Code or otherwise and (b) compensate for any actual pecuniary
loss to such non -Debtor party resulting from such default within the meaning of section
365(b)(1)(B) of the Bankruptcy Code or otherwise, at which time the Purchasers shall then have
taken assignment of the Assumed Executory Contracts and, pursuant to section 365(f) of the
Bankruptcy Code, the assignment by the Debtors of such Assumed Executory Contracts shall not
be a default thereunder. After the payment of the relevant Cure Amounts by the Debtors (or the
Purchasers, with respect to the Cure Amounts, capped at $2,100,000, for Assumed Contracts
24

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 25 of 41
relating to the Lane Business), neither the Debtors nor the Purchasers shall have any fitrther
liabilities to the counterparties to the Assumed Executory Contracts with respect to the cure of
defaults, other than the Purchasers' obligations under the Assumed Executory Contracts that
accrue and become due and payable on or after the date that such Assumed Executory Contracts
are assumed.
26. The Cure Amounts with respect to the Contracts or Leases set forth on
Exhibit A attached hereto are hereby approved in the amounts specified in the column identified
as "Cure Amount" in the row for each such Contract or Lease in such exhibit, which supersede
any Cure Amounts listed in any Cure Notice with respect to such Contracts or Leases.
27. Any provisions in any Assumed Executory Contracts that prohibit or
condition the assignment of such Assumed Executory Contracts or allow the party to such
Assumed Executory Contracts to terminate, recapture, impose any penalty, condition on renewal
or extension, or modify any term or condition upon the assignment of such Assumed Executory
Contract constitute unenforceable anti -assignment provisions that are void and of no force or
effect. All other requirements and conditions under sections 363 and 365 of the Bankruptcy
Code for the assumption by the Debtors and assignment to the Purchasers of the Assumed
Executory Contracts have been satisfied.
28. Any entity having the right to consent to the assumption or assignment of
any Assumed Executory Contract that failed to object to such assumption or assignment is
deemed to have consented to such assumption and assignment as required by section 365(c) of
the Bankruptcy Code.
29. Upon the fulfillment of the conditions set forth in Sections 2.6, 2.7, and
2.8 of the Asset Purchase Agreement, including, without limitation, the Debtors' payment (or the
25

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 26 of 41
Purchasers' payment, with respect to the Cure Amounts, capped at $2,100,000, for Assumed
Contracts relating to the Lane Business) of the relevant Cure Amounts, if any, the Purchasers
shall be deemed to be substituted for the Debtors as party to the applicable Assumed Executory
Contracts, and the Debtors shall be relieved, pursuant to section 365(k) of the Bankruptcy Code,
from any further liability under the Assumed Executory Contracts.
30. The Purchasers are able to provide and have provided adequate assurance
of future performance under the relevant Assumed Executory Contracts within the meaning of
sections 365(b)(1)(C), 365(b)(3) (to the extent applicable), and 365(f)(2)(B) of the Bankruptcy
Code.
31. There shall be no assignment fees, increases, rent -acceleration, or any
other fees charged to the Purchasers or the Debtors as a result of the assumption and assignment
of the Assumed Executory Contracts.
32. Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, all
counterparties to the Assumed Executory Contracts are forever permanently barred, estopped,
and enjoined from raising or asserting against the Debtors or the Purchasers any assignment fee,
default, breach, claim, pecuniary loss, or condition to assignment arising under or related to the
Assumed Executory Contracts existing as of the date that such Contracts are assumed or arising
by reason of the Closing.
33. Neither the Purchasers nor any of their successors shall be responsible for
any Interests or Claims or have any obligations arising out of any of the contracts, agreements, or
understandings that are Excluded Contracts (except as specifically provided in the Asset
Purchase Agreement).
26

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 27 of 41
34. No later than five (5) Business Days after the assumption and assignment
of an Assumed Executory Contract becomes effective, the Debtors shall file a notice of such
Assumed Executory Contracts with the Court.
Contract Objections
35. The responses and objections listed in Exhibit B hereto have been
withdrawn, waived, settled, or resolved as set forth herein, or overruled and denied, except to the
extent specified in the last column of Exhibit B (such remaining responses and objections,
collectively, the "Contract Objections"). The Contract Objections are adjourned for later
consideration by the Court in accordance with paragraph 36 hereof.
36. The Debtors, after consultation with the Committee, may consensually
resolve the Contract Objections at any time after entry of this Order without any further order of
this Court. Within five business days after a Contract Objection has been consensually resolved,
the Debtors shall file a notice with the Court identifying the extent to which such Contract
Objection has been consensually resolved, the Contracts or Leases for which such Contract
Objection has been consensually resolved, and any agreed -upon Cure Amounts for such
Contracts or Leases (each, a "Supplemental Cure Notice"). Upon the Debtors filing any
Supplemental Cure Notice concerning the consensual resolution of a Contract Objection, the
Contracts or Leases listed therein shall automatically become subject to the terms and conditions
of this Order in all respects, including, without limitation, with respect to any agreed -upon Cure
Amounts, and may become Assumed Executory Contracts in accordance with the Asset Purchase
Agreement and this Order, without further order of the Court. If the Debtors are unable to
consensually resolve any Contract Objection prior to the hearing on December 12, 2013, then
R

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 28 of 41
such Contract Objection shall be adjudicated by the Court on December 12, 2013, unless the
Debtors adjourn such Contract Objection to a later date.
37. No Cure Amounts shall be paid on account of any Contract or Lease that
is subject to a Contract Objection unless (a) the Debtors have filed a Supplemental Cure Notice
concerning the consensual resolution of such Contract Objection, or (b) a final order or orders
resolving the Contract Objection and approving the assumption and assignment of the applicable
Contract or Lease has been entered; provided, however, that the Debtors, with the consent of the
Purchasers, shall have the right to reject, at any time, any Contracts or Leases, whether or not
subject to a Contract Objection, in lieu of assuming and assigning it. To the extent that any of
the Contracts and Leases listed on Exhibit B hereto become Assutned Executory Contracts
pursuant to the terms of the Asset Purchase Agreement and this Order, such Contracts and
Leases shall be deemed assumed and assigned in accordance with this Sale Order and the Asset
Purchase Agreement effective upon the Closing Date or upon delivery of the corresponding
Assumption Notice by the Purchasers to the Debtors, as the case may be.
Additional Provisions
38. Effective upon the Closing Date and without further order of the Court, all
entities are forever prohibited and permanently enjoined from commencing or continuing in any
manner any action or other proceeding, whether in law or equity, in any judicial, administrative,
arbitral, or other proceeding against the Purchasers, their successors and assigns, or the Acquired
Assets, with respect to any (a) Interests or Claims arising under, out of, in connection with or in
any way relating to the Debtors, the Purchasers, the Acquired Assets, or the operation of the
Business or the Acquired Assets prior to the closing of the Sale, or (b) successor liability,
including, without limitation, the following actions: (i) commencing or continuing in any
RE

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 29 of 41
manner any action or other proceeding against the Purchasers, their successors or assigns, assets,
or properties; (ii) enforcing, attaching, collecting, or recovering in any manner any judgment,
award, decree, or order against the Purchasers, their successors or assigns, assets, or properties;
(iii) creating, perfecting, or enforcing any Interests or Claims against the Purchasers, their
successors or assigns, assets, or properties; (iv) asserting any setoff or right of subrogation or
recoupment of any kind against any obligation due the Purchasers or their successors or assigns;
(v) commencing or continuing any action, in any manner or place, that does not comply or is
inconsistent with the provisions of this Order or other orders of the Court or the agreements or
actions contemplated or taken in respect thereof; or (vi) revoking, terminating, or failing or
refusing to issue or renew any license, permit, or authorization to operate any of the Acquired
Assets or conduct any of the businesses operated with the Acquired Assets.
39. Except for the Assumed Obligations and the Permitted Liens, the
Purchasers shall have no obligation, as successors or otherwise (including, without limitation,
with respect to successor or vicarious liabilities of any kind or character), under any theory of
law or equity, to pay wages, bonuses, severance pay, benefits (including, without limitation,
contributions or payments on account of any under -funding with respect to any and all pension
plans), or any other payment to employees of the Debtors or their Affiliates, and the Purchasers
shall have no liability, as successors or otherwise (including, without limitation, with respect to
successor or vicarious liabilities of any kind or character), under any theory of law or equity,
with respect to the following (collectively, the "Employee Obligations"): (a) any employment or
labor agreements (including, without limitation, any collective bargaining agreements),
consulting agreements, severance arrangements, change -in -control agreements, or other similar
agreement to which the Debtors are a party; (b) any pension, welfare, compensation, or other
29

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 30 of 41
employee benefit plans, agreements, practices, or programs, including, without limitation, any
pension plan at any time sponsored, maintained, contributed to, or required to be contributed to
by any of the Debtors or any member of its controlled group (within the meaning of Sections
414(b), (c), (m) or (o) of the Internal Revenue Code or Section 4001(b)(1) of Employee
Retirement Income Security Act of 1974, as amended ("ERISA"); (c) the cessation of the
Debtors' operations, dismissal of employees, or termination (including, without limitation,
rejection) of employment or labor agreements (including, without limitation, any collective
bargaining agreements) or pension, welfare, compensation, or other employee benefit plans,
agreements, practices, programs, or obligations that might otherwise arise from or pursuant to
ERISA, the Fair Labor Standard Act, Title VII of the Civil Rights Act of 1964, the Age
Discrimination and Employment Act of 1967, the Federal Rehabilitation Act of 1973, the
National Labor Relations Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, or
the Worker Adjustment and Retraining Notification Act; or (d) workmen's compensation or
occupational disease, unemployment, or temporary disability insurance claims (any agreement,
plan, policy, practice, arrangement, or program described in (a) through (d), collectively the
"Employee Arrangements"). The Purchasers shall in no way, as successor or otherwise
(including, without limitation, with respect to successor or vicarious liabilities of any kind or
character), under any theory of law or equity, be deemed a party to or assignee of any Employee
Arrangement, and no employee of the Purchasers shall be deemed in any way covered by or a
party to any Employee Arrangement, and all parties to any Employee Arrangement are hereby
enjoined from asserting against the Purchasers any and all Interests or Claims arising from or
relating to such Employee Arrangement. Any and all notices, if any, required to be given to the
Debtors' or their Affiliates' employees pursuant to the Workers Adjustment and Relocation
30

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 31 of 41
Adjustment Act, or any similar federal or state law, shall be the sole responsibility and obligation
of the Debtors and their Affiliates, and the Purchasers shall have no responsibility or liability
therefor. Except for the Assumed Obligations and the Permitted Liens, the Acquired Assets are
transferred by the Debtors to the Purchaser free and clear of all Employee Obligations and all
Employee Arrangements.
40. Except for the Assumed Obligations and the Permitted Liens and without
limiting paragraphs 9, 38, and 39 of this Order, the Purchasers are not, by virtue of the
consummation of the Sale, assuming, nor shall they be liable or responsible, as successors or
otherwise (including, without limitation, with respect to successor or vicarious liabilities of any
kind or character), under any theory of law or equity, including, without limitation, any theory of
antitrust, environmental successor or transferee liability, labor law, de facto merger or substantial
continuity, whether known or unknown as of the Closing Date, now existing or hereafter raised,
which may be asserted or unasserted, fixed or contingent, liquidated or unliquidated with respect
to the Debtors or any of their predecessors or Affiliates or the obligations of the Debtors or their
predecessors or Affiliates arising prior to the Closing Date, for any liabilities, debts,
commitments, or obligations (whether known or unknown, disclosed or undisclosed, absolute,
contingent, inchoate, fixed, or otherwise) in any way whatsoever relating to or arising from the
Acquired Assets or the Debtors' operation of their Business or use of the Acquired Assets on or
prior to the Closing Date or any such liabilities, debts, commitments, or obligations that in any
way whatsoever relate to periods on or prior to the Closing Date or are to be observed, paid,
discharged, or performed on or prior to the Closing Date (in each case, including, without
limitation, any liabilities that result from, relate to, or arise out of tort or other product liability
claims), or any liabilities calculable by reference to the Debtors or their assets or operations, or
31

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 32 of 41
relating to continuing conditions existing on or prior to the Closing Date, including, without
limitation, with respect to any of the Debtors' predecessors or Affiliates, which liabilities, debts,
commitments, and obligations are hereby extinguished insofar as they may give rise to successor
liability, without regard to whether the claimant asserting any such liabilities, debts,
commitments, or obligations has delivered to the Purchasers a release thereof. Without limiting
the generality of the foregoing and except for the Assumed Obligations and the Permitted Liens,
by virtue of the consummation of the Sale, the Purchasers shall not be liable or responsible, as a
successor or otherwise (including, without limitation, with respect to successor or vicarious
liabilities of any kind or character) under any theory of law or equity, for the Debtors' liabilities,
debts, commitments, or obligations, whether calculable by reference to the Debtors, arising on or
prior to the Closing and under or in connection with: (a) any Employee Obligations;
(b) environmental liabilities, debts, claims, or obligations arising from conditions first existing
on or prior to Closing (including, without limitation, the presence of hazardous, toxic, polluting,
or contaminating substances or wastes), which may be asserted on any basis, including, without
limitation, under the Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. § 9601 et M.; (c) any bulk sales or similar law; (d) any liabilities, debts,
commitments, or obligations of, or required to be paid by, the Debtors for any 'faxes of any kind .
for any period; (e) any liabilities, debts, commitments, or obligations for any Taxes relating to
the business of the Debtors or the Acquired Assets for or applicable to the pre -closing period;
(f) any litigation; (g) any products liability, other tort, or similar claims, whether pursuant to any
state or any federal laws or otherwise, including, without limitation, those arising from products
or distribution thereof by or on behalf of Debtors; and (h) any Excluded Liabilities.
32

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 33 of 41
41. The Purchasers have given substantial consideration under the Asset
Purchase Agreement for the benefit of the holders of any Interests or Claims. The consideration
given by the Purchasers shall constitute valid and valuable consideration for the releases of any
potential claims of successor liability of the Purchasers, which releases shall be deemed to have
been given in favor of the Purchasers by all holders of Interests or Claims against or in the
Debtors or any of the Acquired Assets.
42. The recitation in paragraph 39 of this Order of specific agreements, plans,
statutes, or categories thereof is not intended, and shall not be construed, to limit the generality
of the categories of liabilities, debts, commitments, or obligations referred to therein.
43. Except as otherwise expressly provided in the Asset Purchase Agreement,
no person or entity, including, without limitation, any federal, state, or local governmental
agency, department, or instrumentality, shall assert by suit or otherwise against the Purchasers or
their successors or assigns any claim that they had, have, or may have against the Debtors, or any
liability, debt, or obligation relating to or arising from the Acquired Assets, or the Debtors'
operation of the Business or use of the Acquired Assets, including, without limitation, any
liabilities calculable by reference to the Purchasers or their assets or operations, by virtue of the
consummation of the Sale contemplated by the Asset Purchase Agreement, and all persons and
entities are hereby enjoined from asserting against the Purchasers in any way any such claims,
liabilities, debts, or obligations.
44. The Debtors, including, without limitation, their respective officers,
employees, and agents, are hereby authorized and directed to execute such documents and do
such acts as are reasonably necessary or desirable to carry out the Sale contemplated by the terms
and conditions of the Asset Purchase Agreement and this Order. The Debtors shall be, and they
33

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 34 of 41
hereby are, authorized to take all such actions as may be necessary to effectuate the terms of this
Order.
45. To the extent applicable, the automatic stay pursuant to section 362 of the
Bankruptcy Code is hereby lifted with respect to the Debtors to the extent necessary, without
further order of the Court (a) to allow the Purchasers to give the Debtors any notice provided for
in the Asset Purchase Agreement and (b) to allow the Purchasers to take any and all actions
permitted by the Asset Purchase Agreement in accordance with the terms and conditions thereof,
including, without limitation, effectuating the Sale.
46. Notwithstanding anything to the contrary in the Asset Purchase
Agreement, on or within five business days after the Closing Date, the Debtors are authorized to
and shall take all reasonably necessary action to change their names and the names of all their
Affiliates to a name that does not include the word "Furniture Brands," "Broyhill," "HDM,"
"Lane," "Maitland -Smith," "Thomasville," or any other name or mark included in the Company
Intellectual Property (including, without limitation, any name set forth on the signature pages to
the Asset Purchase Agreement) or any translations, adaptations, derivations, or combinations of
any of the foregoing or any name or mark confusingly similar thereto (collectively, the
"Restricted Names"). The Debtors shall promptly notify the Purchasers of such name changes
and the new names chosen by each of the Debtors and the Debtors' Affiliates, as applicable, and
shall provide the Purchasers with evidence, reasonably satisfactory to the Purchasers, of such
name changes. From and after Closing, the Debtors and their Affiliates shall cease all use of any
Restricted Name, including, without limitation, by removing all Restricted Names from, or
otherwise destroying, all letterhead, stationary, signage, and tangible assets included in the
Excluded Assets.
34

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 35 of 41
47. The Sale contemplated by the Asset Purchase Agreement is undertaken by
the Purchasers without collusion and in good faith, as that term is defined in section 363(m) of
the Bankruptcy Code and, accordingly, the reversal or modification on appeal of the
authorization provided herein to consummate the Sale shall not affect the validity of the Sale
(including, without limitation, the Transaction, the assumption by the Debtors and assignment of
the Assumed Executory Contracts to the Purchasers, if any, and the transfer of the Acquired
Assets free and clear of all Interests or Claims), unless such authorization and consummation of
such Sale are duly stayed pending such appeal. The Purchasers are good faith buyers within the
meaning of section 363(m) of the Bankruptcy Code and, as such, are entitled to the full
protections of section 363(m) of the Bankruptcy Code.
48. As good faith purchasers of the Acquired Assets, the Purchasers have not
colluded with any of the other bidders, potential bidders, or any other entities interested in the
Acquired Assets and, therefore, neither the Debtors nor any successor in interest to the Debtors'
estates nor any other party in interest shall be entitled to bring an action against the Purchasers or
any of their Affiliates, and the Sale of the Acquired Assets may not be avoided, pursuant to
section 363(n) of the Bankruptcy Code.
49. The Carve -Out (as defined in the DIP Order) shall be funded by the DIP
Lenders at Closing into a segregated account (the "Carve -Out Account") to be designated by the
Debtors for the benefit of the Carve -Out Beneficiaries (as defined herein) in the amount of -
(a) all unpaid fees required to be paid by the Debtors to the Clerk of the Bankruptcy Court and to
the U.S. Trustee under 28 U.S.C. § 1930(a) plus interest pursuant to 31 U.S.C. § 3717 through
the Closing Date; (b) all reasonable and documented fees and expenses incurred by a trustee
under section 726(b) of the Bankruptcy Code in an amount of $50,000; and (c) to the extent
35

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 36 of 41
allowed at any time, all accrued and unpaid reasonable and documented fees, disbursements,
costs, and expenses incurred at any time before or on the Closing Date by any professionals or
professional firms retained by the Debtors or the Committee whether allowed by the Bankruptcy
Court prior to or after the Closing Date, including, without limitation, any fees, disbursements,
costs, and expenses to which any such professionals or professional firms may be entitled to on
an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis as a result of the
Closing (each of the entities in (a), (b), or (c) of this paragraph 49, a "Carve -Out Beneficiary"
and, collectively, the "Carve -Out Beneficiaries"); provided, that if any amounts included in the
Carve -Out Account will not be known as of the Closing Date, any Carve -Out Beneficiary may in
good faith estimate the amount to which it believes it may be entitled and such known amounts
and good faith estimates shall be the amounts that are funded into the Carve -Out Account.
Without in any way limiting the Debtors' ability to use the funds in the Carve -Out Account to
satisfy the obligations to the Carve -Out Beneficiaries and subject to the payments to the Carve -
Out Beneficiaries, the funds in the Carve -Out Account shall remain encumbered by and subject
to the liens under the DIP Credit Agreement to the extent the secured claims against the Debtors
under such agreements have not been satisfied in full.
50. Absent the written consent of the Purchaser, nothing contained in any
chapter 11 plan, or order of any type or kind entered in (a) the Chapter 11 Cases, (b) any
subsequent chapter 7 or chapter 11 case of any of the Debtors, or (c) any related proceeding
subsequent to entry of this Order shall conflict with or derogate from the provisions of the Asset
Purchase Agreement or the terms of this Order.
51. No bulk sales law or any similar law of any state or other jurisdiction
applies in any way to the Sale.
36

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 37 of 41
52. Other than Miller Buckfire & Co., LLC and Houlihan Lokey Capital, Inc.
and amounts they are due, there are no brokers involved in consummating the Sale and no
brokers' commissions are due.
53. Nothing in this Order or the Asset Purchase Agreement (including,
without limitation, Section 2.4(a)(vi) of the Asset Purchase Agreement) (a) releases, nullifies,
precludes, or enjoins the enforcement of any liability (including, without limitation, for penalties,
damages, cost recovery, or injunctive relief) to a governmental unit under environmental statutes
or regulations that any entity would be subject to as an owner or an operator of any of the
Acquired Assets after the date of entry of this Order or (b) authorizes the transfer to Purchaser of
any governmental licenses, permits, registrations, authorizations, or approvals under
environmental statutes or regulations without compliance with all applicable legal requirements
under the law governing such transfers; provided, that, notwithstanding such provision, nothing
herein shall be construed to permit a governmental agency to obtain penalties from Purchasers
for days of violations of any environmental law or regulation that occurred prior to Closing as a
result of the operation of the Acquired Assets.
54. The failure specifically to include any particular provisions of the Asset
Purchase Agreement, including, without limitation, any of the documents, agreements, or
instruments executed in connection therewith, in this Order shall not diminish or impair the
efficacy of such provision, document, agreement, or instrument, it being the intent of the Court that
the Asset Purchase Agreement and each document, agreement, or instrument executed in
connection therewith be authorized and approved in its entirety.
55. The Debtors are authorized, upon and in connection with the Closing of
the Sale, to change their corporate names and the caption of these chapter l I cases, consistent
37

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 38 of 41
with applicable law, to comply with this Order and Section 10.6 of the Asset Purchase
Agreement. The Debtors shall, within five (5) business days after the Closing, file the amended
list of Debtors, substantially in the form attached hereto as Exhibit C. The Debtors shall, within
five (5) business days after the Closing, file a notice of change of case caption, substantially in
the form attached hereto as Exhibit D. All pleadings filed in these chapter 11 cases after the
filing of such notice shall use the changed case caption.
56. Purchasers agree to pay, to the extent applicable under the leases between
the Debtors and PS Court Associates, L.P. or Lincoln Plaz, Associates, and, to the extent any
such leases are assumed and assigned to the Purchasers, all charges accrued as of the date of
assumption of such leases but not yet billed, including, without limitation, common area
maintenance, real estate taxes, overage rent, percent rent, utilities, and similar charges.
57. Notwithstanding any provision to the contrary in the Sale Motion, this
Order, and any implementing Sale documents, nothing shall: (1) authorize the assumption,
assignment or other transfer to the Purchasers of any United States governmental contracts,
leases, agreements or other interests (collectively, "Federal Interests") without compliance by the
Debtors and the Purchasers with all applicable non -bankruptcy law in connection with such
assumption, assignment or other transfer; or (2) be interpreted to set cure amounts or to require
the United States government to novate or otherwise consent to the transfer of any Federal
Interests; or (3) affect the United States government's rights to offset or recoup any amounts due
under, or relating to, any Federal Interests.
58. The objection of Packsize, LLC to the Sale Motion [Docket No. 715] is
resolved as follows: the Acquired Assets shall include a certain EM-650 machine and GL2 Auto
Gluer (collectively, the "Packing Machines") solely to the extent of Laneventure Inc.'s interest,
38

Case 13-12329-CSS Doe 833 Filed 11/22/13 Page 39 of 41
if any, in the Packing Machines, and the parties, which shall include, without limitation,
Packsize, LLC, the Stalking Horse Purchaser, and Laneventure Inc., otherwise reserve all of their
rights with respect to the Packing Machines.
59. In accordance with the Stipulation Releasing Claims Against Non -Debtor
Foreign Subsidiaries and Resolving the Stalking Horse Purchaser's Election Pursuant to Section
7.11 of Asset Purchase Agreement approved by separate order of this Court dated as of the date
hereof, upon, and subject to, the closing of the Sale and the funding of the Purchase Price, the
Pension Benefit Guaranty Corporation ("PBGC") shall: (1) release the Foreign Subsidiaries from
any and all claims, rights, and interests the PBGC may now, or in the future, have against any of
the Foreign Subsidiaries or their respective assets; (2) not assert any and all liens the PBGC may
now, or in the future, have against any of the Foreign Subsidiaries or their respective assets; and
(3) withdraw the notices perfecting the minimum funding liens against the assets of the Foreign
Subsidiaries that the PBGC filed with the Recorder of Deeds of the District of Columbia on
October 23, 2013, with all such claims, rights, liens, and interests to attach upon the closing of
the KPS Sale to the cash proceeds of the sale with the same priority, validity, force, and effect
which they now have as against the assets of the Foreign Subsidiaries, subject to any claims and
defenses the Debtors or the Foreign Subsidiaries may possess with respect thereto.
60. To the extent the Purchasers are liable to the City of El Paso (Texas),
Dallas County (Texas), or Tarrant County (Texas) for any portion of the 2013 personal property
ad valorem taxes, the Purchasers shall pay such 2013 personal property ad valorem taxes to the
applicable taxing authority in the ordinary course of business.
61. All time periods set forth in this Order shall be calculated in accordance
with Bankruptcy Rule 9006(a).
39

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 40 of 41
62. To the extent that this Order is inconsistent with any prior order or
pleading with respect to the Motion in the Chapter 11 Cases, the terms of this Order shall govern.
63. To the extent there are any inconsistencies between the terms of this Order
and the Asset Purchase Agreement (including, without limitation, all ancillary documents
executed in connection therewith), the terms of this Order shall govern.
64. The Asset Purchase Agreement and any related agreements, documents,
or other instruments may be modified, amended, or supplemented by the parties thereto in
accordance with the terms thereof without further order of the Court, provided that any such
modification, amendment, or supplement does not have a material adverse effect on the Debtors'
estates.
65. The provisions of this Order are nonseverable and mutually dependent.
66. Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014, this
Order shall be effective immediately upon entry, and the Debtors and the Purchasers are
authorized to close the Sale immediately upon entry of this Order.
67. The Debtors are authorized to take all actions necessary to effectuate the
relief granted pursuant to this Order.
68. The Court shall retain jurisdiction to, among other things, interpret,
implement, and enforce the terms and provisions of this Order and the Asset Purchase
Agreement, all amendments thereto, any waivers and consents thereunder, and each of the
agreements executed in connection therewith to which the Debtors are a party or which has been
assigned by the Debtors to the Purchasers, and to adjudicate, if necessary, any and all disputes
concerning or relating in any way to the Sale or the Transaction.
40

Case 13-12329-CSS Doc 833 Filed 11/22/13 Page 41 of 41
Dated: /'yyld6er U,2013
Wilmington, Delaware
CHRISTOFHFIeS. SONTCHI
UNITED STATES BANKRUPTCY JUDGE
Cl ac1�'�1y1
ann c� 4
s
41

q
h*tA0V
MAR C 4 2G'ya,
KPS
CAPITAL PARTNERS, LP
FOR IMMEDIATE RELEASE
Business Inquiries: Media Relations:
KPS 212.338.5100 Mark Samar 212,521.4800
KPS CAPITAL PARTNERS ANNOUNCES FORMATION OF HERITAGE HOME GROUP, LLC
Heritage Home Group Acquires Assets of Furniture Brands International
Ira Glazer Named President and Chief Executive Officer
New York, NY (November 25, 2013) -- KPS Capital Partners, LP ("KPS") today announced the formation
of a new company, Heritage Home Group, LLC, that has acquired substantially all of the assets of
Furniture Brands International, Inc., a world leader in designing, manufacturing, sourcing and retailing
home furnishings. Heritage Home Group acquired the assets free and clear of substantially all liens,
claims, encumbrances and interests through an auction conducted as part of a sale process under Section
363 of the United States Bankruptcy Code. The U.S. Bankruptcy Court for the District of Delaware
formally approved the transaction on November 22, 2013.
Heritage Home Group will operate as an independent company with the long-term support of KPS, a
private equity investor with more than $6.0 billion of assets under management and a long track record of
successfully transforming businesses and creating profitable, growing companies. Heritage Home Group
owns an iconic collection of the furniture and design industry's leading brands, including Thomasville,
Broyhill, Lane, Drexel Heritage, Hickory Chair, Henredon, Pearson, Lane Venture, Maitland -Smith and
LaBarge.
Heritage Home Group launches as a well -capitalized company, with no legacy obligations and access to
the financial resources necessary to execute its ambitious business improvement and growth plans.
KPS also announced that Ira Glazer has been named President and Chief Executive Officer of Heritage
Home Group. Mr. Glazer is an executive with three decades of successful turnaround experience and has
previously partnered with KPS on a very successful platform.
Raquel Vargas Palmer, a Partner of KPS, said, "This is the beginning of a new era for Heritage Home
Group and its brands. The company has a new owner, a new CEO, a new Board of Directors and a new
strategic direction. Heritage Home Group launches with truly iconic brands, a solid financial structure and
access to KPS' financial resources and expertise. We strongly believe in the fundamental value of this
business and the significant growth potential that can be unlocked through focused investment in our
brands. We are proud to welcome the many Furniture Brands associates who are joining Heritage Home
Group, and we look forward to working together to build a thriving and profitable company.

"KPS is delighted that Ira Glazer will serve as President and CEO of Heritage Home Group. Ira is an
outstanding business leader with a demonstrated track record of transforming and growing companies.
We have worked successfully with Ira in the past and look forward to collaborating again to build the value
of Heritage Home Group.
'We are grateful to all of Furniture Brands' stakeholders for their assistance and cooperation through the
transaction process and the formation of Heritage Home Group," Ms. Palmer concluded.
Mr. Glazer said, "I am honored to lead Heritage Home Group. Free of Furniture Brands' burdens and
liabilities, and with a rock -solid balance sheet and many outstanding associates who are joining our
company, we have an exceptional opportunity to build a true industry leader. I am also pleased to partner
and collaborate again with KPS, a firm that has distinguished itself as a global leader in turnaround
investing and is ideally suited for this exciting venture.
"I would like to commend Ralph Scozzafava, who informed us this morning that he resigned as CEO of
Furniture Brands, for his efforts over the past several years. Ralph worked hard to ensure that Furniture
Brands' assets would be well -positioned for growth and we thank him for his contributions," Mr. Glazer
concluded.
GE Capital, Corporate Finance and PNC Bank, N.A. provided financing for the transaction.
Proskauer Rose LLP acted as legal counsel to KPS with respect to the transaction.
About KPS Capital Partners, LP
KPS is the manager of the KPS Special Situations Funds, a family of investment funds with over $6.0
billion of assets under management. KPS seeks to realize significant capital appreciation by making
controlling equity investments in companies across a diverse range of manufacturing industries. The KPS
investment strategy is based primarily upon partnering with top management teams and improving the
operations of businesses. Thereafter, upon achieving stability and profitability, KPS focuses on growing its
businesses, both organically and through strategic acquisitions. KPS portfolio companies have aggregate
annual revenues of over $7.6 billion, operate 87 manufacturing facilities in 25 countries, and employ
approximately 31,000 associates, directly and through joint ventures worldwide. The KPS investment
strategy and portfolio companies are described in detail at www.kpsfund.com.
About Heritage Home Group
Heritage Home Group is a world leader in designing, manufacturing, sourcing and retailing home
furnishings. The company markets products through a wide range of channels, including company owned
Thomasville retail stores and through interior designers, multiline/independent retailers and mass
merchant stores. Heritage Home Group serves its customers through an unparalleled collection of the
furniture and design industry's leading brands, including Thomasville, Broyhill, Lane, Drexel Heritage,
Hickory Chair, Henredon, Pearson, Lane Venture, Maitland -Smith and LaBarge. To learn more about
these exciting brands, visit our Web sites:
www.thomasville.com, www.broyhillfurniture.com, www.lanefurniture.com, www.drexelheritage.com,
www.hickorychair.com, www.henredon.com, www.pearsonco.com, www.laneventure.com, www.maitland-
smith.com and www.labargeinc.com.

State of North Carolina
Department of Environment,
Health and Natural Resources
Division of Environmental Management
James B. Hunt, Jr., Governor
Jonathan B. Howes, Secretary
A. Preston Howard, Jr., P.E., Director
May 12, 1995
Melvin Wilson
Hickory Chair Co
P.O. Box 2147
Hickory, NC 28603
A±90ftMddA��
IDEHNR
Subject: General Permit No. NCG 180000
Hickory Chair Co
COC NCG180177
Catawba County
Dear Melvin Wilson:
In accordance with your application for discharge permit received on April 5, 1995, we are forwarding
herewith the subject certificate of coverage to discharge under the subject state - NPDES general permit. This
permit is issued pursuant to the requirements of North Carolina General Statute 143-215 .1 and the
Memorandum of Agreement between North Carolina and the US Environmental Protection agency dated
December 6, 1983,
If any parts, measurement frequencies or sampling requirements contained in this permit are
unacceptable to you, you have the right to request an individual permit by submitting an individual permit
application. Unless such demand is made, this certificate of coverage shall be final and binding.
Please take notice that this certificate of coverage is not transferable except after notice to the Division
of Environmental Management. The Division of Environmental Management may require modification or
revocation and reissuance of the certificate of coverage.
This permit does not affect the legal requirements to obtain other permits which may be required by the
Division of Environmental Management or permits required by the Division of Land Resources, Coastal
Area Management Act or any other Federal or Local governmental permit that may be required.
If you have any question concerning this permit, please contact MR. ANTONIO EVANS at telephone
number 919/733-5083.
Sincerely,
Original Signed By
Coleen H. Sullins
A. Preston Howard, Jr. P.E.
cc: Mooresville Regional Office
P.O. Box 29535, Raleigh, North Carolina 27626-0535 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled/ 10% post -consumer paper

r-
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT, HEALTH, AND NATURAL RESOURCES
DIVISION OF ENVIRONMENTAL MANAGEMENT
GENERAL PERMIT NO. NCG180000
CERTIFICATE OF COVERAGE No. NCGI80177
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the
Federal Water Pollution Control Act, as amended,
Hickory Chair
is hereby authorized to discharge stormwater from a facility located at
Hickory Chair
8th Avenue SE
Hickory, NC
Catawba County
to receiving waters designated as an unnamed tributary to Clark Creek in the Catawba River Basin
in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III
and IV of General Permit No. NCGI80000 as attached.
This certificate of coverage shall become effective May 12, 1995.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day May 12, 1995.
Original Signed 13Y
C,pleeo Fii. Sullins
A. Preston Howard, Jr., P.E., Director
Division of Environmental Management
By Authority of the Environmental Management Commission

STATE OF NORTH CAROLINA
:)R DEPARTMENT OF NATURAL AND ECONOMIC RESOL
RALEIGH, NORTH CAROLINA
` 4755 IV SE
468M. E. _� BETHLEHEM 6 MI. \ 20' pj e70 ! ,471 _ l(BETHLEHEM) 472 y
fr. �/ ♦ I \.%°� 1 � � � III O 7 '`� \�: L _ I I '� �\�J 'QTH ! 'VE �'�"R
rH�� ... w �� I/ohs � � V I _ WIDOIIt I' � �a .� y � ��� � _. � ,i 2 - � a.. •
r—
� � / I � •• rmDrY r- � � Vim. >
A1P� � • i � ' P `� m -1, � ` � �. I/ i � 4 _ iIs/ \� '� � \` � am for.Y
•V Al l `6 1� _ -. ` f � � �_ l I l �I � z � 3) � � f `lJ' /y3
`l\l

FACILITY: G r W-
COUNTY: CCi l �i-
NPDES: TQ C& 1 8 ()1 q q
MAP#: F 13 N E
DSN FLOW: N/A
SUB BASIN:
LATITUDE:
LONGITUDE: $ (� l q / I U
RECEIVING STREAM: Ul T CJQC-�-
STREAM CLASS: C
M
DISCHARGE CLASS: STORMWATER
EXPIRATION DATE:

State of North Carolina
Department of Environment
and Natural Resources
Division of Water Quality
James B. Hunt, Jr., Governor
Wayne McDevitt, Secretary
Kerr T. Stevens, Director
August 27, 1999
ERIC LAIL
HICKORY CHAIR CO.-DIV. OF LANE CO.
P.O. BOX 2147
HICKORY, NC 28603
NCDENR
NORTH CAROLINA DEPARTMENT OF
ENVIRONMENT AND NATURAL RESOURCES
Subject: Reissue - NPDES Stormwater Permit
Hickory Chair Co. -Div. of Lane Co.
COC Number NCG180177
Catawba County -
Dear Permittee:
In response to your renewal application for continued coverage under general permit NCGI80000, the Division of
Water Quality (DWQ) is forwarding herewith the reissued stormwater general permit. This permit is reissued
pursuant to the requirements of North Carolina General Statute 143-215.1 and the Memorandum of Agreement
between the state of North Carolina and the U.S. Environmental Protection Agency, dated December 6, 1983.
The following information is included with your permit package:
* A copy of general stormwater permit NCG180000
* A Stormwater Pollution Prevention Plan (SPPP) Certification Form. Completion of this form is required to
certify that you have developed and implemented the SPPP as per the conditions of the permit. This form
must be completed and returned to the Division within 30 days of receipt of this letter.
DO NOT SEND the SPPP with the signed form.
* Five copies of the Analytical Monitoring form and five copies of the Qualitative Monitoring form
* A copy of a Technical Bulletin on the Stormwater program which outlines program components and
addresses frequently asked questions
* A corrected Certificate of Coverage if you indicated a name change on the Renewal Application
Your coverage under this general permit is not transferable except after notice to DWQ. The Division may require
modification or revocation and reissuance of the Certificate of Coverage. This permit does not affect the legal
requirements to obtain other permits which may be required by DENR or relieve the permittee from responsibility
for compliance with any other applicable federal, state, or local law rule, standard, ordinance, order, judgment, or
decree.
If you have any questions regarding this permit package please contact Tony Evans of the Central Office Stormwater
and General Permits Unit at [phone], ext. 584
Sincerely,
d^/��
for Kerr T. Stevens
Director, Division of Water Quality
cc: Central Files
Mooresville Regional Office
1617 Mail Service Center, Raleigh, North Carolina 27699-1617 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled/ 10% post -consumer paper

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCG180000
CERTIFICATE OF COVERAGE No. NCG180177
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the
Federal Water Pollution Control Act, as amended,
HICKORY CHAIR CO.-DIV. OF LANE CO.
is hereby authorized to discharge stormwater from a facility located at
HICKORY CHAIR CO.-DIV. OF LANE CO.
8TH AVE SE
HICKORY
CATAWBA COUNTY
to receiving waters designated as a UT of Clark Creek in the Catawba River Basin
in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III,
IV, V, and VI of General Permit No. NCG180000 as attached.
This certificate of coverage shall become effective August 27, 1999.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day August 27. 1999.
for Kerr T. Stevens, Director
Division of Water Quality
By Authority of the Environmental Management Commission

• rA�o��t
CDENR
North Carolina Department of Environment and Natural Resources
Pat McCrory
Governor
Mr. Chris Caraway
Heritage Home Group, LLC
37 9'h Street Place SE
Hickory, NC 28602
Dear Mr. Caraway:
John E. Skvarla, III
Secretary
April 17, 2014
Subject: NPDES General Permit NCG180000
Heritage Home Group, LLC
Formerly Furniture Brands International
Certificate of Coverage NCG 180177
Catawba County
Division personnel received your request to revise your stormwater permit Certificate of
Coverage to accurately reflect your new company and/or facility name.
Please find enclosed the revised Certificate of Coverage. The terms and conditions contained
in the General Permit remain unchanged and in full effect. This revised Certificate of Coverage
is issued under the requirements of North Carolina General Statutes 143-215.1 and the
Memorandum of Agreement between North Carolina and the U.S. Environmental Protection
Agency.
If you have any questions or need further information, please contact the Stormwater
Permitting Program at [phone].
Sincerely,
ORIGINAL SIGNED 13)
KEN PICKLE
for Tracy E. Davis, P.E., CPM, Director
Division of Energy, Mineral and Land Resources
cc: Mooresville Regional Office, Z. Khan
Stormwater Permitting Program Files
Central Files
Division of Energy, Mineral, and Land Resources
Energy Section • Geological Survey Section • Land Quality Section
1612 Mail Service Center, Raleigh, North Carolina 27699-1612.919-707-9200 / FAX: [phone]
512 North Salisbury Street, Raleigh, North Carolina 27604 • Internet: http:/Ioortal.ncdenr.org/web/Ir/
An Equal Opportunity 1 Affirmative Action Employer — 50% Recycled 110% Post Consumer Paper

d
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES
GENERAL PERMIT NO. NCGI80000
CERTIFICATE OF COVERAGE No. NCG180177
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
Heritage Home Group, LLC
is hereby authorized to discharge stormwater from a facility located at
61a"4- Cr �4'ek.
to receiving waters designated as
Hickory Chair
37 9'h Street Place SE
Hickory
Catawba County
a class
iV water I the Catawba River
Basin, in accordance with the e uations, mom ring requirements, and other conditions
set forth in Parts 1, II, I1I, IV, V, and VI of General Permit No. NCG180000 as attached.
This certificate of coverage shall become effective April 17, 2014.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day April 17, 2014
ORIGINAL SIGNED Bl
KEN PICKLE.
for Tracy E. Davis, P.E., Director
Division of Energy, Mineral, and Land Resources
By the Authority of the Environmental Management Commission

Division of Water Quality / Surface Water Protection
National Pollutant Discharge Elimination System
NCDENR
"RO""`ANDN "RD R PERMIT NAME/OWNERSHIP CHANGE FORM
Exviwoxw[xr nxo NUWiy R[acuwc[s
FOR AGENCY t15E ONLY
Date Received
Year
I Month
Day
I. Please enter the permit number for which the change is requested:
NPDES Permit (or) Certificate of Coverage
N 10 "011,11 8 1 N 10 1 G I III I8 0 1 7 7
11. Permit status prior to requested change.
a. Permit issued to (company name): Furniture Brands International
b. Person legally responsible for permit: Clyde D Whittington
First MI Last
Vice President of Logistics & Compliance
"Title
825 Visionary Street
Permit Holder Mailing Address
Lenoir NC 28645
City State Zip
[phone] NA
Phone Fax
c. Facility name (discharge): Hickory Chair Company
d. Facility address: 379" Street Place SE
Address
Hickory NC 28602
City State Zip
c. Facility contact person: Donna L Musick [phone]
First / MI / Last Phone
111. Please provide the following for the requested change (revised permit).
a. Request for change is a result of: X Change in ownership of the facility
X Name change of the facility or owner
!f other please explain:
b. Permit issued to (company name): Heritage Home Group, LLC
c. Person legally responsible for permit: Chris Caraway
First MI last
V.P. of Manufacturing
Title
37 9a' Street Place SE
Permit Bolder Mailing Address
Hickory NC 28602
City State Zip
[phone] chris.caraway&lieritaeehome.coin
Phone E-mail Address
d. Facility name (discharge): Heritage Home Group — Hickory Plant
e. Facility address: 37 9" Street Place SE
Address
Hickory NC 28602
City State Zip
f. Facility contact person: Donna L Musick
First MI Last
[phone] donna.musick a heritaeehome com
Phone E-mail Address
Revised 2012Apr23

N
NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information (if different from the person legally responsible for the permit)
Permit contact: David E Stout
First MI Last
Director of Environmental Compliance
Title
815 Visionary Street
Mailing Address
Lenoir NC 28645
City State Zip
[phone] david.stoutna heritaeehome com
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
X Yes
❑ No (please explain)
VI Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
X '['his completed application is required for both name change and/or ownership change
requests.
X Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
.....................................................................................................................
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
1, Clyde D. Whittington, attest that this application for a name/ownership change has been reviewed and is
accurate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application
package will be returned as incomplete.
14J 3 -7iy
Sig ture Date
APPLICANT CERTIFICATION
1, Chris Carowav, attest that this application for a name/ownership change has been reviewed and is
accurate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application
package will be Feturned as incomplete.
Signatur Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Revised 7/2008

Pickle, Ken
From: Musick, Donna <[e-mail]>
Sent: Wednesday, September 17, 2014 10:48 AM
To: Pickle, Ken
Cc: Ester, Dennis; Stout, David; Whittington, Davy; King, Sue; Weaver, Grace
Subject: Heritage Home Group - Hickory Plant
Attachments: COC 001.jpg
Follow Up Flag: Follow up
Flag Status: Flagged
Dear Ken,
Thank you for your guidance this morning. As instructed, I have made the handwritten change to the CDC and am
sending you a scanned copy as a reminder to update the database.
Thanks again for your help and have a wonderful day,
Donna Musick

Certificate of Coverage
Page I of I
S fATE' OI' NORTH CAROLINA
Dfil'ARTMEN'I' Oh I.iNVIRONMGN'I' AND NA'I'I)IZAI,. RIi801JR0ES
DIVISION OP I.iNERGY. MINI.-RAL AND I.rWD RFSOURCES
GENERAL. PERMIT NO. NCG181111110
C'ERT1111('ATE OF COVERAGE No. NC(:1811177
STORMWATER DISCHARGES
NATIONAL, POLLUTANT DISCHARGE ELIMINATION SYSTEM
In col tpl ill lice with the provision ol'Not III Cam Iina GcncraI Slalute 1,13-2IS.1, of her Imvl'ul slandi rds and
regulations promulgaled and adopled by the North Carolina I'nvironnwand Managentenl Commission, and the
federal Waler Pollution Coolrol Act, as amended,
Tleritage Home Group LLC
is herehy authorized to discharge stornlwalafrom a lacilily located ;it
I tentage 1-lomc Group - I lickory Plant
37 91h Si Ill Sc
Hickot'v
Catawba Counly
lu receiving waters designnled as .. water(s) in the Caloa•ba River Basin(s) in
accordance will) the slot Ill water pollution management requirements, monitoring and reporting
requirements, and othercondilions set I-ortl) in Parts I, 11, III and IV of General Permit No. NCG180000
as attached.
This cut til leak of coverage shallUccome effective Scplennher I, 2014,
This Certificate of Coverage shall remain eflecfivc fur the duration of the General Perron.
Signed this day September I, 2014.
fin. Tiny I:. Davis, P.E., CI'M
Direclor, Division of Energy, Mincml and Laud Resources
BY Ilnc Aall)arily of the Environmental Management Coil] ill ission
hl tl0porta 1. ncdcn r.org/web/h /2014ncg-c rcncwa l 9/ 16/2014