NCG180238_Name-Owner Change Supporting Info_20181219

Case 18-11736-KG Doc 393 Filed 10/23/18 Page 1 of 24
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
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In re: Chapter 11
HERITAGE HOME GROUP LLC, et al., Case No. 18-11736 (KG)
Debtors.I : Jointly Administered
----------------------------------------------------------------x RE: Docket Nos. 217 & 322
ORDER (I) APPROVING THE ASSET PURCHASE AGREEMENT BETWEEN
THE DEBTOR SELLERS AND HAMILTON SQUARE, LLC, (II) APPROVING THE
SALE OF THE ACQUIRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS,
AND ENCUMBRANCES, AND (III) GRANTING RELATED RELIEF
Upon consideration of the Motion for Orders: (I) (A) Approving Bidding Procedures for
the Sale Of Debtors' Intellectual Property and Other Assets Related to the Broyhill, Thomasville,
Drexel, Drexel Heritage, and Henredon Brands; (B) Approving the Form and Manner of Notices
Related Thereto; (C) Approving a Form of Asset Purchase Agreement, Including Bid
Protections; (D) Scheduling Dates to Conduct Auction and Hearing to Consider Final Approval
of Sale, Including Treatment of Executory Contracts and Unexpired Leases; (II) (A) Approving
the Sale of the Acquired Assets and (B) Authorizing Assumption and Assignment of Executory
Contracts and Unexpired Leases; and (III) Granting Related Relief [D.I. 217] (the "Sale
Motion") of the above -captioned debtors and debtors in possession (collectively, the
"Debtors"); and the Debtor Sellers having entered into that certain Asset Purchase Agreement,
dated October 18, 2018, a copy of which is attached hereto as Exhibit A (as may be amended or
' The Debtors in these chapter 11 cases, along with the last four digits of each debtor's tax identification number, as
applicable, are: Heritage Home Group LLC (9506); HH Global II B.V. (0165); HH Group Holdings US, Inc.
(7206); HHG Real Property LLC (3221); and HHG Global Designs LLC (1150). The Debtors' corporate
headquarters is located at 1925 Bastchester Drive, High Point, North Carolina 27265.

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supplemented, the "Agreement"),Z pursuant to which Hamilton Square, LLC (the "Purchaser")
shall acquire the Acquired Assets set forth in the Agreement; and it appearing that the relief
requested in the Sale Motion is in the best interests of the Debtors' estates, their creditors, and
other parties in interest; adequate notice of the Sale Motion and opportunity for objection having
been given; this Court having reviewed and considered the Sale Motion and any objections
thereto; this Court having heard statements of counsel and the evidence presented in support of
the relief requested by the Debtors in the Sale Motion at a hearing before this Court (the "Sale
Hearing"); upon the full record of the Chapter 11 Cases; it appearing that no other notice need
be given; it further appearing that the legal and factual bases set forth in the Sale Motion and the
record made at the Sale Hearing establish just cause for the relief granted herein; and after due
deliberation and sufficient cause therefor:
THIS COURT FINDS AND DETERMINES THAT:
Jurisdiction, Final Order, and Statutory Predicates
A. The findings and conclusions set forth here constitute this Court's findings of fact
and conclusions of law pursuant to Rule 7052 of the Federal Rules of Bankruptcy Procedure
(the "Bankruptcy Rules"), made applicable to this proceeding pursuant to Bankruptcy Rule
9014. To the extent that any of the following findings of fact constitute conclusions of law, they
are adopted as such. To the extent that any of the following conclusions of law constitute
findings of fact, they are adopted as such.
B. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334 and the
Amended Standing Order of Reference from the United States District Court for the District of
Delaware, date February 29, 2012.
2 Except as otherwise defined herein, or where reference is made to a definition in the Sale Motion, all capitalized
terms shall have the meanings ascribed to them in the Agreement.
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C. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b) (2).
The Debtors have confirmed their consent, pursuant to Rule 9013-1(f) of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of
Delaware (the "Local Rules"), to the entry of a final order by this Court in connection with the
Sale Motion, to the extent that it is later determined that this Court, absent the consent of the
parties, cannot enter final orders or judgments consistent with Article III of the United States
Constitution.
D. Venue is proper in this District pursuant to 28 U.S.C. § 1408.
E. The bases for the relief requested in the Sale Motion are sections 105(a), 363,
365, 503(b), and 507(a)(2) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the
"Bankruptcy Code"), Bankruptcy Rules 2002, 6004, and 6006(a), and Local Rules 2002-1,
6004-1, and 9013-1(m).
F. This order (this "Sale Order") constitutes a final 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, this Court expressly finds that there is no just
reason for delay in the implementation of this Sale Order, and waives any stay and expressly
directs entry of judgment as set forth herein.
Retention of Jurisdiction
G. It is necessary and appropriate for this Court to retain jurisdiction to, among other
things, interpret, implement, and enforce the terms and provisions of this Sale Order and the
Agreement, including its related documents, all amendments thereto and any waivers and
consents thereunder and each of the agreements executed in connection therewith to which the
Debtors are a party, and to adjudicate, if necessary, any and all disputes involving the Debtors
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concerning or relating in any way to, or affecting, the sale of the Acquired Assets to Purchaser
(the "Sale") or the transactions contemplated in the Agreement, and related documents.
Corporate Authority; Consents and Approvals
H. The Debtors have, to the extent necessary or applicable, (a) the full corporate
power and authority to execute and deliver the Agreement and all other documents contemplated
thereby, (b) all corporate authority necessary to consummate the transactions contemplated by
the Agreement, and (c) taken all corporate action necessary to authorize and approve the
Agreement and the consummation of the transactions contemplated thereby. The Sale has been
duly and validly authorized by all necessary corporate action. No consents or approvals, other
than those expressly provided for in the Agreement, are required for the Debtors to consummate
the Sale, the Agreement, or the transactions contemplated thereby.
Notice of Sale and Auction
I. Actual written notice of the Sale Motion, the Sale, the Auction, the Sale Hearing,
and the transactions contemplated thereby, and a reasonable opportunity to object or be heard
with respect to the Sale Motion and the relief requested therein, has been afforded to all known
interested entities and parties, including, without limitation, the following entities and parties:
(a) the Office of the United States Trustee for the District of Delaware (the "U.S. Trustee");
(b) the Official Committee of Unsecured Creditors; (c) PNC Bank, National Association, in its
capacity as Prepetition Agent and DIP Agent ("PNC"); (d) KPS Special Situations Fund III (A)
L.P., in its capacity as Pre -Petition Term Agent ("KPS"); (e) the Securities & Exchange
Commission; (f) the Office of the United States Attorney General for the District of Delaware;
(g) the Internal Revenue Service; (h) the U.S. Department of Justice; (i) the offices of the
attorneys general for the states in which the Debtors operate; 0) the Stalking Horse Bidder;
(k) all parties known or reasonably believed to have asserted an Interest (as defined herein) in the
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Acquired Assets; (1) the Debtors' insurance carriers; (m) all parties entitled to notice pursuant to
Local Bankruptcy Rule 2002-1(b); (n) all entities known to have expressed an interest in a
transaction with respect to some or all of the Debtors' assets during the past six (6) months; and
(o) all federal, state, and local regulatory or taxing authorities or recording offices which have a
reasonably known interest in the relief requested by the Sale Motion. Accordingly, no further
notice of the Sale Motion is necessary or required.
J. In addition, the Debtors have caused the Sale Notice [D.I. 327] substantially in the
form attached as Exhibit 3 to Exhibit 1 of the Sale Motion to be published in the national edition
of The New York Times, see Docket No. 345, as authorized in the Order (I) (A) Approving
Bidding Procedures for the Sale of Debtors' Intellectual Property and Other Assets Related to
the Broyhill, Thomasville, Drexel, Drexel Heritage, and Henredon Brands; (B) Approving the
Form and Manner of Notices Related Thereto; (C) Approving a Form of Asset Purchase
Agreement, Including Bid Protections; (D) Scheduling Dates to Conduct Auction and Hearing to
Consider Final Approval of Sale, Including Treatment Of Executory
Contracts and Unexpired Leases [D.I. 322] (the "Bidding Procedures Order").
K. The notice of the Auction and the Sale Hearing provided all interested parties
with timely and proper notice of the Sale, the Auction, and the Sale Hearing,
L. The Debtors have articulated good and sufficient reasons for this Court to grant
the relief requested in the Sale Motion regarding the sales process, including, without limitation,
approval and authorization to serve notice of the Auction and Sale Hearing,
M. As evidenced by the affidavits of service and affidavits of publication previously
filed with this Court, proper, timely, adequate, and sufficient notice of the Sale Motion, the Sale,
the Auction, the Sale Hearing, and the transactions contemplated thereby, has been provided in
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accordance with the Bidding Procedures Order; Bankruptcy Code sections 105(a), 363, and 365;
and Bankruptcy Rules 2002, 6004, 6006, 9007, 9008, and 9014. The notices described herein
were good, sufficient, and appropriate under the circumstances, and no other or further notice of
the Sale Motion, the Sale, the Auction, or the Sale Hearing shall be required.
N. The disclosures made by the Debtors concerning the Sale Motion, the Agreement,
the Auction, the Sale Hearing, and the Sale were good, complete, and adequate.
O. A reasonable opportunity to object and be heard with respect to the Sale and the
Sale Motion, and the relief requested therein, has been afforded to all interested persons and
entities, including the Notice Parties.
Auction
P. The Auction was conducted at 10:00 a.m. on October 18, 2018, at the offices of
Young Conaway Stargatt & Taylor, LLP, 1000 N. King Street, Wilmington, Delaware in
accordance with the Bidding Procedures Order, at which the Purchaser submitted the highest bid
for the Acquired Assets. The 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. The Auction was duly noticed and a reasonable opportunity has
been given to any interested party to make a higher and better offer for the Acquired Assets. The
Debtors determined in the exercise of their good -faith business judgment that Purchaser
submitted the highest and best bid for the Acquired Assets and, accordingly, Purchaser was
determined to be the Successful Bidder for the Acquired Assets.
Good Faith of Purchaser
Q. As demonstrated by the representations of counsel and other evidence proffered
or adduced at the Sale Hearing, the Debtors and their advisors marketed the Acquired Assets to
secure the highest and best offer. The terms and conditions set forth in the Agreement are fair,

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adequate, and reasonable, including the amount of the Purchase Price, which is found to
constitute reasonably equivalent and fair value.
R. Purchaser is not an "insider" of the Debtors, as that term is defined in Bankruptcy
Code section 101(31). No officer, director, manager, or other insider of the Debtors hold any
interest in or is otherwise related to Purchaser.
S. The Debtors and Purchaser extensively negotiated the terms and conditions of the
Agreement in good faith and at arm's length. Purchaser is purchasing the Acquired Assets and
has entered into the Agreement in good faith and is a good -faith buyer within the meaning of
Bankruptcy Code section 363(m), and is therefore entitled to the full protection of that provision,
and otherwise has proceeded in good faith in all respects in connection with this proceeding in
that, inter alia: (i) Purchaser recognized that the Debtors were free to deal with any other party
interested in purchasing the Acquired Assets; (ii) Purchaser agreed to subject its bid to
competitive bidding at the Auction; (iii) all payments to be made by Purchaser and other
agreements or arrangements entered into by Purchaser in connection with the Sale have been
disclosed; (iv) Purchaser has not violated Bankruptcy Code section 363(n) by any action or
inaction; (v) no common identity of directors or controlling stockholders exists between
Purchaser and the Debtors; and (vi) the negotiation and execution of the Agreement was at arm's
length and in good faith.
T. Neither the Debtors nor Purchaser have engaged in any conduct that would cause
or permit the Agreement to be avoided under Bankruptcy Code section 363(n). The Debtors and
Purchaser were represented by their own respective counsel and other advisors during such arm's
length negotiations in connection with the Agreement and the Sale.
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U. No party has objected to the Sale, the Agreement, or the Auction on the grounds
of fraud or collusion.
V. Accordingly, Purchaser is purchasing the Acquired Assets in good faith and is a
good -faith buyer within the meaning of Bankruptcy Code section 363(m). Purchaser is therefore
entitled to all of the protections afforded under Bankruptcy Code section 363(m).
Highest and Best Offer
W. The Debtors conducted a sale process in accordance with, and have otherwise
complied in all respects with, the Bidding Procedures Order. The sale process set forth in the
Bidding Procedures Order afforded a full, fair, and reasonable opportunity for any person or
entity to make a higher or otherwise better offer to purchase the Acquired Assets. The Auction
was duly noticed in a non -collusive, fair, and good -faith manner, and a reasonable opportunity
has been given to any interested party to make a higher and better offer for the Acquired Assets.
X. The Agreement constitutes the highest and 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 Agreement constitutes the highest and
best offer for the Acquired Assets constitutes a valid and sound exercise of the Debtors' business
judgment.
Y. The Agreement represents a fair and reasonable offer to purchase the Acquired
Assets under the circumstances of the Chapter 11 Cases. No other entity or group of entities has
offered to purchase the Acquired Assets for greater overall value to the Debtors' estates than
Purchaser.

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Z. Approval of the Sale Motion and the Agreement and the consummation of the
transactions contemplated thereby are in the best interests of the Debtors' chapter 11 estates,
their creditors, and other parties in interest.
AA. The Debtors have demonstrated compelling circumstances and a good, sufficient,
and sound business purpose and justification for the Sale prior to, and outside of, a plan of
reorganization.
No Fraudulent Transfer or Merger
BB. The consideration provided by Purchaser pursuant to the Agreement (a) is fair and
reasonable, (b) is the highest or best offer for the Acquired Assets, and (c) constitutes reasonably
equivalent value (as those terms are defined in each of the Uniform Fraudulent Transfer Act, the
Uniform Fraudulent Conveyance Act, and Bankruptcy Code section 548).
CC. Purchaser is not a mere continuation of the Debtors or their estates, and there is no
continuity of enterprise between Purchaser and the Debtors. Purchaser is not holding itself out to
the public as a continuation of the Debtors. Purchaser is not a successor to the Debtors or their
estates, and the Sale does not amount to a consolidation, merger, or de facto merger of Purchaser
and the Debtors.
Validity of Transfer
DD. The Agreement was not entered into for the purpose of hindering, delaying, or
defrauding creditors under the Bankruptcy Code or under the laws of the United States, any of its
states, territories, or possessions, or the District of Columbia. Neither the Debtors nor Purchaser
are entering into the transactions contemplated by the Agreement fraudulently or for the
purposes of statutory and common law fraudulent conveyance and fraudulent transfer claims.
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EE. The Debtors are the sole and lawful owner of the Acquired Assets. Subject to
Bankruptcy Code section 363(f) (addressed below), the transfer of the Acquired Assets to
Purchaser will be, as of the Closing Date, a legal, valid, and effective transfer of the Acquired
Assets, which transfer vests or will vest Purchaser with all right, title, and interest of the Debtors
to the Acquired Assets free and clear of any interest in such property of any entity other than the
Debtors' estates (collectively, "Interests"), including, without limitation: (a) all liens and
encumbrances relating to, accruing, or arising at any time prior to the Closing Date (collectively,
the "Liens"); and (b) all debts arising under, relating to, or in connection with any act of the
Debtors or any claims (as defined in Bankruptcy Code section 101(5)), liabilities, obligations,
demands, guarantees, options in favor of third parties, rights, contractual commitments,
restrictions, interests, and matters of any kind and nature, whether arising prior to or subsequent
to the commencement of the Chapter 11 Cases, and whether imposed by agreement,
understanding, law, equity, or otherwise (collectively, the "Claims").
FF. For the avoidance of doubt, the terms "Liens" and "Claims," as used in this Sale
Order, include, without limitation, rights with respect to any Liens and Claims:
(1) that purport to give any party a right of setoff or recoupment against, or a
right or option to affect any forfeiture, modification, profit-sharing
interest, right of first refusal, purchase or repurchase option, or termination
of, any of the Debtors' or Purchaser's interest in the Acquired Assets, or
any similar rights; or
(2) in respect of taxes, restrictions, rights of first refusal, charges of interest of
any kind and nature, if any, and including, without limitation, any
restriction of use, voting, transfer, receipt of income, or other exercise of
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any of the attributes of ownership relating to, accruing, or arising at any
time prior to the Closing Date, with the exception of Permitted
Encumbrances (as defined in the Agreement) that are expressly assumed
by Purchaser pursuant to the Agreement.
Section 363M Is Satisfied
GG. The conditions of Bankruptcy Code section 363(f) have been satisfied in full;
therefore, the Debtors may sell the Acquired Assets free and clear of any Interests in the property
other than any Permitted Encumbrances and Assumed Liabilities.
HH. Purchaser would not have entered into the Agreement, and would not
consummate the transactions contemplated thereby, if the Sale of the Acquired Assets to
Purchaser and the assumption of any Permitted Encumbrances by Purchaser were not free and
clear of all Interests, other than Permitted Encumbrances, or if Purchaser would, or in the future
could, be liable for any of such Interests (other than the Permitted Encumbrances)). Unless
otherwise expressly included in the Permitted Encumbrances, Purchaser shall not be responsible
for any Interests against the Debtors, their estates, or any of the Acquired Assets, including in
respect of the following: (a) any labor or employment agreement; (b) all mortgages, deeds of
trust, and other security interests; (c) intercompany loans and receivables among the Debtors and
any of their affiliates (as defined in Bankruptcy Code section 101(2)); (d) any other
environmental, employee, workers' compensation, occupational disease, or unemployment- or
temporary disability -related claim, including, without limitation, claims that might otherwise
arise under or pursuant to: (i) the Employee Retirement Income Security Act of 1974, as
amended; (ii) the Fair Labor Standards Act; (iii) Title VII of the Civil Rights Act of 1964; (iv)
the Federal Rehabilitation Act of 1973; (v) the National Labor Relations Act; (vi) the Worker
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Adjustment and Retraining Notification Act of 1988; (vii) the Age Discrimination and Employee
Act of 1967 and the Age Discrimination in Employment Act, as amended; (viii) the Americans
with Disabilities Act of 1990; (ix) the Consolidated Omnibus Budget Reconciliation Act of
1985; (x) state discrimination laws; (xi) the unemployment compensation laws or any other
similar state laws; or (xii) any other state or federal benefits or claims relating to any
employment with the Debtors or their predecessor, if any; (xiii) Claims or Liens arising under
any Environmental Law (as defined in the Agreement) with respect to the Debtors' business,
Excluded Liabilities (as defined in the Agreement), the Acquired Assets, the Excluded Assets (as
defined in the Agreement), or any assets owned or operated by the Debtors or any corporate
predecessor of the Debtors, at any time prior to the Closing Date; (xiv) any bulk sales or similar
law; (xv) any tax statutes or ordinances, including, without limitation, the Internal Revenue Code
of 1986, as amended; and (xvi) any statutory or common-law bases for successor liability.
II. The Debtors may sell the Acquired Assets free and clear of all Interests in such
property of any entity other than the Debtors' estates, including, without limitation, any Liens
and Claims against the Debtors, their estates, or any of the Acquired Assets (other than the
Permitted Encumbrances) because, in each case, one or more of the standards set forth in
Bankruptcy Code section 363(f) (1)-(5) has been satisfied. Those holders of Interests in the
Acquired Assets, including, without limitation, holders of Liens and 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 Sale Motion are deemed to have consented pursuant to Bankruptcy
Code section 363(f)(2). All other holders of Interests (except to the extent that such Interests are
Permitted Encumbrances) are adequately protected by having their Interests, if any, in each
instance against the Debtors, their estates, or any of the Acquired Assets, attached to the net
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proceeds of the Sale received by the Debtors ultimately attributable to the Acquired Assets in
which such party alleges an Interest, in the same order of priority, with the same validity, force,
and effect that such Interests had prior to the Sale, subject to any claims and defenses the Debtors
and their estates may possess with respect thereto.
Sound Business Purpose for the Sale
JJ. Good and sufficient reasons for approval of the Agreement and the Sale have
been articulated. The relief requested in the Sale Motion is in the best interests of the Debtors,
their estates, their creditors, and other parties in interest.
KK. The Debtors have demonstrated both (a) good, sufficient, and sound business
purposes and justifications for approving the Agreement, and (b) compelling circumstances for
the sale outside the ordinary course of business, pursuant to Bankruptcy Code section 363(b)
before, and outside of, a plan of reorganization, in that, among other things, the immediate
consummation of the Sale to Purchaser is necessary and appropriate to maximize the value of the
Debtors' estates, and the Sale will provide the means for the Debtors to maximize distributions to
creditors.
Compelling Circumstances for an Immediate Sale
LL. To maximize the value of the Acquired Assets it is essential that the Sale of the
Acquired Assets occur within the time constraints set forth in the Agreement. Time is of the
essence in consummating the Sale.
MM. Given all of the circumstances of the Chapter 11 Cases and the adequacy and fair
value of the Purchase Price under the Agreement, the proposed Sale of the Acquired Assets to
Purchaser constitutes a reasonable and sound exercise of the Debtors' business judgment and
should be approved.
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NN. The consummation of the Sale is legal, valid, and properly authorized under all
applicable provisions of the Bankruptcy Code, including, without limitation Bankruptcy Code
sections 105(a), 363(b), 363(f), 363(m), and 365, and all of the applicable requirements of such
sections have been complied with in respect of the transaction.
00. The Sale does not constitute a sub rosa or de facto chapter 11 plan for which
approval has not been sought without the protections that a disclosure statement would afford, as
it does not and does not propose to: (i) impair or restructure existing debt of, or equity interests
in, the Debtors; (ii) impair or circumvent voting rights with respect to any future plan proposed
by the Debtors; (iii) circumvent chapter 11 plan safeguards, such as those set forth in Bankruptcy
Code sections 1125 and 1129; or (iv) classify claims or equity interests, compromise
controversies, or extend debt maturities. Accordingly, the Sale neither impermissibly restructures
the rights of the Debtors' creditors, nor impermissibly dictates a liquidating chapter 11 plan for
the Debtors.
NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED
THAT:
General Provisions.
1. Relief Granted. The relief requested in the Sale Motion and the transactions
contemplated thereby and by the Agreement are approved as set forth herein for the reasons set
forth in this Sale Order and on the record of the Sale Hearing, which is incorporated herein as if
fully set forth in this Sale Order.
2. Objections Overruled. Except as otherwise expressly provided in this Sale
Order, all objections to the Sale Motion and the relief requested therein that have not been
withdrawn, waived, or settled by announcement to this Court during the Sale Hearing or by
stipulation filed with this Court, including, without limitation, any and all reservations of rights
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included in such objections or otherwise, are hereby denied and overruled on the merits, with
prejudice. Those parties who did not object, or withdrew their objections, to the Sale Motion are
deemed to have consented pursuant to Bankruptcy Code section 363(f) (2).
3. Prior Findings and Conclusions Incorporated. This Court's findings of fact
and conclusions of law set forth in the Bidding Procedures Order are incorporated herein by
reference.
4. Sale Order and Agreement Binding on All Parties. This Sale Order and the
Agreement shall be binding in all respects upon all creditors (whether known or unknown) of
and holders of equity interests in the Debtors (whether known or unknown), agents, trustees and
collateral trustees, holders of Interests in, against, or on the Acquired Assets, or any portion
thereof, all non -Debtor parties to any contracts with the Debtors (whether or not assigned), all
successors and assigns of the Debtors, including, without limitation, any and all present or future
affiliates of the foregoing, and any subsequent trustees appointed in the Chapter 11 Cases or
upon a conversion of the Chapter 11 Cases to one or more cases under Chapter 7 of the
Bankruptcy Code and shall not be subject to rejection or unwinding.
5. Subsequent Plan Provisions. Nothing contained in any chapter 11 plan
confirmed in the Chapter 11 Cases, the confirmation order confirming any such chapter 11 plan,
any order approving the wind down or dismissal of the Chapter 11 Cases, or any order entered
upon the conversion of the Chapter 11 Cases to one or more cases under Chapter 7 of the
Bankruptcy Code or otherwise shall conflict with or derogate from the provisions of the
Agreement or this Sale Order. In the event there is a conflict between the terms of any
subsequent Chapter 11 plan or any order to be entered in these cases (including any order entered
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after conversion of these cases to cases under Chapter 7 of the Bankruptcy Code), the terms of
this Order shall control.
Approval of the Agreement
6. Agreement Approved. The Agreement and all other ancillary documents, and all
of the terms and conditions thereof, are hereby approved.
7. Authorization to Consummate Transactions. Pursuant to Bankruptcy Code
sections 363(b) and (f), the Debtors are authorized, empowered, and directed to use their
reasonable best efforts to take any and all actions necessary or appropriate to (a) consummate the
Sale pursuant to and in accordance with the terms and conditions of the Agreement, (b) close the
Sale as contemplated in the Agreement and this Sale Order, and (c) execute and deliver, perform
under, consummate, implement, and fully close the Agreement, in accordance with the
procedures set forth in the Agreement, together with additional instruments and documents that
may be reasonably necessary or desirable to implement the Agreement and the Sale.
Payment of Proceeds and Transfer of the Acquired Assets
8. Payment of Proceeds. At Closing, all proceeds from the sale of the Acquired
Assets, net of fees, costs and expenses approved by DIP Agent (the "Net Proceeds"), shall be
paid in cash by wire transfer to DIP Agent to be applied to the Obligations in accordance with
the terms of the DIP Order and the DIP Financing Documents (as defined in the DIP Order).
The Net Proceeds shall be paid to DIP Agent without any setoff or deduction of any kind other
than as set forth in the Agreement.
9. Transfer of the Acquired Assets Authorized. Pursuant to Bankruptcy Code
sections 105(a), 363(b), and 363(f), the Debtors are authorized and directed to use best efforts to
transfer the Acquired Assets to Purchaser on or as soon as reasonably practicable after the
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Closing Date, and such transfer shall constitute a legal, valid, binding, and effective transfer of
such Assets and shall vest Purchaser with title to the Acquired Assets.
10. Surrender of Acquired Assets by Third Parties. All persons and entities that
are in possession of some or all of the Acquired Assets are directed to surrender possession of
such Assets to Purchaser, its assignee, or its designee at the time of Closing. On the Closing
Date, each of the Debtors' creditors are authorized and directed to execute such documents and
take such other actions as may be reasonably necessary to release their Interests in the Acquired
Assets, if any, as such Interests may have been recorded or may otherwise exist. All persons are
hereby forever prohibited 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 Purchaser in
accordance with the terms of the Agreement and this Sale Order. To the extent provided by
Section 525 of the Bankruptcy Code, no governmental unit may revoke or suspend any permit or
license relating to the operation of the Acquired Assets sold, transferred and conveyed to the
Purchaser on account of the filing or pendency of these Chapter 11 cases or the consummation of
the transactions contemplated by this Sale Order.
11, Transfer Free and Clear of Interests. Upon the Debtors' receipt of the Purchase
Price, and other than Permitted Encumbrances specifically set forth in the Agreement, the
transfer of the Acquired Assets to Purchaser shall be free and clear of all Interests of any kind or
nature whatsoever, including, without limitation, (a) successor or successor -in -interest liability,
(b) Claims in respect of the Excluded Liabilities, and (c) any and all Contracts not assumed and
assigned to Purchaser pursuant to the terms of the Agreement, with all such Interests to attach to
the net proceeds received by the Debtors, if any, subject to and after payment to PNC in
accordance with paragraph 8 herein, ultimately attributable to the Acquired Assets against, or in,
17

Case 18-11736-KG Doc 393 Filed 10/23/18 Page 18 of 24
which such Interests are asserted, subject to the terms thereof, with the same validity, force, and
effect, and in the same order of priority, which such Interests now have against the Acquired
Assets, subject to any rights, claims, and defenses that the Debtors or their estates, as applicable,
may possess with respect thereto.
12. Legal, Valid, and Marketable Transfer with Permanent Injunction. The
transfer of the Acquired Assets to Purchaser pursuant to the Agreement constitutes a legal, valid,
and effective transfer of good and marketable title of the Acquired Assets, and vests, or will vest,
Purchaser with all right, title, and interest to the Acquired Assets, free and clear of all Interests
except as otherwise expressly stated as obligations of Purchaser under the Agreement; provided,
however, that DIP Agent shall retain its Liens on the Debtors' interest in proceeds from the Sale
of the Acquired Assets that are escrowed at Closing (the "Escrowed Funds") until such time as
the Escrowed Funds owed to Seller, if any, shall be paid to DIP Agent in cash by wire transfer.
All Persons holding interests or claims of any kind or nature whatsoever against the Debtors or
the Acquired Assets, the operation of the Acquired Assets prior to the Closing Date, the Auction
or the Sale are hereby and forever barred, estopped, and permanently enjoined from asserting
against Purchaser, its successors or assigns, its property, or the Acquired Assets, any claim,
interest or liability existing, accrued, or arising prior to the Closing.
13. Recording Offices and Releases of Interests. On the Closing Date, this Sale
Order shall be construed and shall constitute for any and all purposes a full and complete
assignment, conveyance, and transfer of the Acquired Assets or a bill of sale transferring good
and marketable title of the Acquired Assets to Purchaser. Notwithstanding the foregoing and for
the avoidance of doubt, the obligations of the Debtors to PNC or KPS are not discharged by
anything in this Sale Order. This Sale Order is and shall be effective as a determination that, on
18

Case 18-11736-KG Doc 393 Filed 10/23/18 Page 19 of 24
the Closing Date, all Interests of any kind or nature whatsoever existing as to the Acquired
Assets prior to the Closing date, other than Permitted Encumbrances, or as otherwise provided in
this Sale Order, shall have been unconditionally released, discharged, and terminated, and that
the conveyances described herein have been affected. This Sale Order is and shall be binding
upon and govern the acts of all persons, including, without limitation, all filing agents, filing
officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of
deeds, administrative agencies, governmental departments, secretaries of state, federal and local
officials, and all other persons 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 persons is hereby directed to accept for filing any and all of the
documents and instruments necessary and appropriate to consummate the transactions
contemplated by the Agreement. Each and every federal, state, and local governmental agency or
department is hereby authorized to accept any and all documents and instruments necessary and
appropriate to consummate the transactions contemplated by the Agreement. A certified copy of
this Sale Order may be: (a) filed with the appropriate clerk; (b) recorded with the recorder;
and/or (c) filed or recorded with any other governmental agency to act to cancel any Interests
against the Acquired Assets, other than the Permitted Encumbrances.
14. Cancellation of Third -Party Interests. Except as provided below concerning the
Interests or Claims in the Acquired Assets held by PNC, as Prepetition Agent and DIP Agent, if
any person or entity which has filed statements or other documents or agreements evidencing
Interests on or in all or any portion of the Acquired Assets (other than with respect to Permitted
Encumbrances) has not delivered to the Debtors prior to the Closing, in proper form for filing
19

Case 18-11736-KG Doc 393 Filed 10/23/18 Page 20 of 24
and executed by the appropriate parties, termination statements, instruments of satisfaction,
releases of liens and easements, and any other documents necessary for the purpose of
documenting the release of all Interests which such person or entity has or may assert with
respect to all or a portion of the Acquired Assets (the "Release Documents"), the Debtors and
Purchaser are authorized to execute and file such statements, instruments, releases and other
documents on behalf of such person or entity with respect to the Acquired Assets; provided that,
on or prior to Closing, PNC and/or the Debtors shall provide the Purchaser the Release
Documents, which shall be prepared by Purchaser, as they relate to any interests PNC may assert
in the Acquired Assets, with such Release Documents being mutually agreeable to PNC, Seller
and Purchaser and with consent not being unreasonably withheld; provided further that,
notwithstanding the foregoing, the provisions of this Sale Order authorizing the transfer of the
Acquired Assets free and clear of all Interests (except only for Permitted Encumbrances) shall be
self-executing, and it shall not be, or be deemed, necessary for any person or entity to execute or
file releases, termination statements, assignments, consents, or other instruments in order for the
provisions of this Sale Order to be implemented.
15. Taxes. The Purchaser has no tax liability as a result of this Sale Order, except as
provided for in the Agreement.
Prohibition of Actions against Purchaser
16. No Successor Liability. Except for the Permitted Encumbrances set forth in the
Agreement, or as otherwise expressly provided for in this Sale Order or the Agreement,
Purchaser shall not have any liability or other obligation of the Debtors arising under or related
to any of the Acquired Assets. Without limiting the generality of the foregoing, and except as
otherwise expressly provided herein or in the Agreement, Purchaser shall not be liable for any
Claims against the Debtors or any of their predecessors or affiliates, and Purchaser shall have no
20

Case 18-11736-KG Doc 393 Filed 10/23/18 Page 21 of 24
successor or vicarious liabilities of any kind or character, including, without limitation, under
any theory of antitrust, environmental, successor, or transfer reliability, labor law, de facto
merger, mere continuation, or substantial continuity, whether known or unknown as of the
Closing Date, now existing, or hereafter arising, whether fixed or contingent, whether asserted or
unasserted, whether legal or equitable, with or liquidated or unliquidated, including, without
limitation, liabilities on account of warranties, intercompany loans, receivables among the
Debtors and their affiliates, environmental liabilities, and any taxes arising, accruing, or payable
under, out of, in connection with, or in any way relating to the operation of any of the Acquired
Assets prior to the Closing.
17. Actions Against Purchaser Enjoined. Except with respect to Permitted
Encumbrances and Assumed Liabilities set forth in the Agreement, or as otherwise permitted by
the Agreement or this Sale Order, all persons and entities, including, without limitation, all debt
security holders, equity security holders, governmental, tax, and regulatory authorities, lenders,
trade creditors, litigation claimants, and other creditors, holding Interests of any kind or nature
whatsoever against, or in, all or any portion of the Acquired Assets, arising under, 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 Purchaser,
are hereby forever barred, estopped, and permanently enjoined from asserting against Purchaser,
or any of its affiliates, successors, or assigns, or their property or the Acquired Assets, such
persons' or entities' Interests in and to the Acquired Assets, including, without limitation, the
following actions against Purchaser or its affiliates, or their successors, assets, or properties:
(a) commencing or continuing in any manner any action or other proceeding; (b) enforcing,
attaching, collecting, or recovering in any manner any judgment, award, decree, or other order;
21

Case 18-11736-KG Doc 393 Filed 10/23/18 Page 22 of 24
(c) creating, perfecting, or enforcing any Lien or other Claim; (d) asserting any set off, right of
subrogation, or recoupment of any kind; (e) commencing or continuing any action, in any
manner or place, that does not comply or is inconsistent with the provisions of this Sale Order or
any other order of this Court, or the agreements or actions contemplated or taken in respect
thereof, or (f) revoking, terminating, or failing or refusing to transfer or renew any license,
permit, or authorization to operate any of the Acquired Assets or conduct any of the business
operated with the Acquired Assets.
Other Provisions
18. Effective Immediately. For cause shown, pursuant to Bankruptcy Rules 6004(h),
6006(d), and 7062(g), this Sale Order shall not be stayed and shall be effective immediately upon
entry, and the Debtors and Purchaser are authorized to close the Sale immediately upon entry of
this Sale Order. The Debtors and Purchaser may consummate the Agreement at any time after
entry of this Sale Order by waiving any and all closing conditions set forth in the Agreement that
have not been satisfied and by proceeding to close the Sale without any notice to this Court, any
pre -petition or post -petition creditor of the Debtors and/or any other party in interest.
19. Access to Books and Records. Following the Closing of the Sale, the Debtors
and any successor to the Debtors' estates (including, for the avoidance of doubt, any plan trustee)
shall have, and Purchaser shall provide, reasonable access to their books and records, to the
extent they are included in the Acquired Assets transferred to Purchaser as part of the Sale.
20. Bulk Sales Law. No bulk sales law or any similar law of any state or other
jurisdiction applies in any way to the Sale.
21. Agreement Approved in Entirety. The failure specifically to include any
particular provision of the Agreement in this Sale Order shall not diminish or impair the
22

Case 18-11736-KG Doc 393 Filed 10/23/18 Page 23 of 24
effectiveness of such provision, it being the intent of this Court that the Agreement be authorized
and approved in its entirety.
22. Modifications to Agreement. The Agreement and any related agreements,
documents or other instruments may be modified, amended or supplemented by the parties
thereto and in accordance with the terms thereof, in a writing signed by such parties, without
further order of this Court, provided that any such modification, amendment or supplement does
not have a material adverse effect on the Debtors' estates.
23. Standing. The transactions authorized herein shall be of full force and effect,
regardless of any Debtors' lack of good standing in any jurisdiction in which such Debtor is
formed or authorized to transact business.
24. Authorization to Effect Order. The Debtors are authorized to take all actions
necessary to effect the relief granted pursuant to this Sale Order in accordance with the Sale
Motion.
25. Automatic Stay. The automatic stay pursuant to Bankruptcy Code section 362 is
hereby modified, lifted, and annulled with respect to the Debtors and Purchaser to the extent
necessary, without further order of this Court, to (a) allow Purchaser to deliver any notice
provided for in the Agreement, and (b) allow Purchaser to take any and all actions permitted
under the Agreement in accordance with the terms and conditions thereof.
26. No Other Bids. No further bids or offers for the Acquired Assets shall be
considered or accepted by the Debtors after the date hereof unless the Sale to Purchaser is not
consummated or otherwise does not occur in accordance with the Agreement or its related
documents.
23

Case 18-11736-KG Doc 393 Filed 10/23/18 Page 24 of 24
27. Order to Govern. To the extent that this Sale Order is inconsistent with any prior
order entered or pleading filed in the Chapter 11 Cases, the terms of this Sale Order shall govern.
To the extent there are any inconsistencies between the terms of this Sale Order and the
Agreement (including all ancillary documents executed in connection therewith), the terms of
this Sale Order shall govern.
Dated: October 23, 2018 F
Wilmington, Delaware
kfLjw
THE HO ORABLE KEVIN ROSS
UNITED STATES BANKR TCY JUDGE
24

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 1 of 68
EXHIBIT A

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 2 of 68
ASSET PURCHASE AGREEMENT
among
HERITAGE HOME GROUP LLC,
and
HHG REAL PROPERTY LLC
(as Sellers) and
HAMILTON SQUARE, LLC
(as Buyer)
dated as of
October 18, 2018

Case 18-11736-KG Doc 393-1 Filed 10/23/18
Page 3 of 68
TABLE OF CONTENTS
ARTICLE I DEFINITIONS ...................
ARTICLE II PURCHASE AND SALE
Page
8
Section 2.01.
Purchase and Sale of Assets........................................................................... 8
Section 2.02.
Excluded Assets...............................................................................................
9
Section 2.03.
No Assumed Liabilities................................................................................... 9
Section 2.04.
Excluded Liabilities........................................................................................ 9
Section 2.05.
Purchase Price and Deposit..........................................................................
11
Section 2.06.
Intentionally omitted....................................................................................
11
Section 2.07.
Withholding Tax...........................................................................................
11
Section 2.08.
Intentionally Omitted...................................................................................
12
Section 2.09.
Condition of Purchased Real Property at Closing .....................................
12
ARTICLEIII CLOSING.............................................................................................................. 12
Section3.01. Closing............................................................................................................ 12
Section 3.02. Closing Deliverables...................................................................................... 12
Section3.03. Prorations...................................................................................................... 13
Section 3.04. Transfer Taxes.............................................................................................. 13
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS .............................
14
Section 4.01.
Organization and Qualification of Sellers ..................................................
14
Section 4.02.
Authority of Sellers.......................................................................................
14
Section 4.03.
No Conflicts; Consents.................................................................................
14
Section 4.04.
Sellers' Knowledge of Real Estate...............................................................
15
Section 4.05.
Title to Acquired Assets................................................................................
15
Section 4.06.
Intentionally omitted....................................................................................
15
Section 4.07.
Purchased Real Property.............................................................................
15
Section 4.08.
Environmental Matters................................................................................
15
Section 4.09.
Legal Proceedings; Governmental Orders .................................................
15
Section 4.10.
Intentionally omitted....................................................................................
16
Section4.11.
Brokers...........................................................................................................
16
Section 4.12.
Exclusivity of Representations and Warranties .........................................
16
Section 4.13.
"AS IS" Sale...................................................................................................
16
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER .................................. 16
Section 5.01. Organization of Buyer.................................................................................. 16
Section 5.02. Authority of Buyer........................................................................................ 17
Section 5.03. No Conflicts; Consents................................................................................. 17
Section5.04. Financing....................................................................................................... 17
Section5.05. Brokers........................................................................................................... 17
Section 5.06. Legal Proceedings......................................................................................... 17

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 4 of 68
ARTICLE VI COVENANTS....................................................................................................... 17
Section 6.01.
Confidentiality...............................................................................................
17
Section 6.02.
Received Payments........................................................................................
18
Section 6.03.
Availability of Books and Records..............................................................
18
Section 6.04.
Bulk Sales/Tax Clearance Waiver...............................................................
18
Section 6.05.
Cooperation on Tax Matters........................................................................
18
Section 6.06.
Retention of Tax Records.............................................................................
18
Section 6.07.
Further Assurances.......................................................................................
19
Section 6.08.
Conduct of Business Prior to the Closing ...................................................
19
Section 6.09.
Intentionally omitted....................................................................................
19
Section 6.10.
Access to Information...................................................................................
20
Section 6.11.
Notice of Certain Events...............................................................................
20
Section 6.12.
Efforts to Consummate.................................................................................
21
Section 6.13.
Intentionally omitted....................................................................................
21
Section 6.14.
Intentionally omitted....................................................................................
21
Section 6.15.
Intentionally omitted....................................................................................
21
ARTICLE VII CONDITIONS TO CLOSING.............................................................................21
Section 7.01. Conditions to Obligations of All Parties ..................................................... 21
Section 7.02. Conditions to Obligations of Buyer............................................................. 21
Section 7.03. Conditions to Obligations of Sellers............................................................ 22
ARTICLE VIII NON-SURVIVAL............................................................................................... 23
Section8.01. Non-Survival.................................................................................................. 23
ARTICLE IX TERMINATION.................................................................................................... 23
Section9.01. Termination...................................................................................................23
Section 9.02. Effect of Termination................................................................................... 24
ARTICLE X BANKRUPTCY COURT MATTERS AND RELATED COVENANTS
AND AGREEMENTS.................................................................................... 25
Section 10.01. Sale Order..................................................................................................... 25
Section 10.02.Other Filings in the Bankruptcy Case ........................................................ 25
Section 10.03. Bankruptcy Process...................................................................................... 25
ARTICLE XI MISCELLANEOUS.............................................................................................. 26
Section11.01. Expenses......................................................................................................... 26
Section 11.02. Sellers Representative................................................................................... 26
Section11.03. Notices............................................................................................................ 27
Section 11.04. Interpretation................................................................................................ 28
Section 11.05.Disclosure Schedules.....................................................................................28
Section11.06. Headings......................................................................................................... 28
Section11.07. Severability.................................................................................................... 28
Section 11.08. Entire Agreement.......................................................................................... 29
Section 11.09. Successors and Assigns................................................................................. 29
Section 11.10. No Third -Party Beneficiaries....................................................................... 29
Section 11.11.Amendment and Modification; Waiver......................................................29
ii

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 5 of 68
Section 11.12. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial ........ 29
Section11.13. Counterparts ................................................................................................. 30
Exhibits
Exhibit A — Bill of Sale
Exhibit B — Allocation
ft

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 6 of 68
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement'), dated October 18, 2018 (the
"Effective Date") entered into among HERITAGE HOME GROUP LLC, a Delaware limited
liability company ("HHG"), HHG REAL PROPERTY LLC, a Delaware limited liability
company ("HHG-RP" and together with HH Global, HHG, and HHG-RP, collectively, the
"Sellers"), and HAMILTON SQUARE, LLC, a North Carolina limited liability company
(`Buyer").
RECITALS
WHEREAS, Sellers are engaged in the business of designing, manufacturing,
sourcing, licensing and selling home furnishings under the Broyhill, Thomasville, Drexel, Drexel
Heritage, and Henredon brands (the "Business");
WHEREAS, on July 29, 2018 (the "Petition Date"), Sellers commenced
administratively consolidated cases (collectively, the "Bankruptcy Cases") under the
Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court") and will continue in the possession of their respective assets and in the
management of their respective businesses under Sections 1107 and 1108 of the Bankruptcy
Code; and
WHEREAS, Sellers, subject to the receipt of any higher or better offer received
by Sellers for the Acquired Assets (as hereinafter defined), desire to sell the Acquired Assets to
Buyer pursuant to the terms and conditions of this Agreement and Buyer desires to so purchase
and acquire the Acquired Assets from Sellers in accordance with Sections 105, 363 and 365 of
the Bankruptcy Code.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
DEFINITIONS
The following terms have the meanings throughout this Agreement as are
specified or referred to in this ARTICLE 1:
"Action" means any claim, action, cause of action, demand, lawsuit, arbitration,
inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or
investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at
law or in equity.
"Acquired Assets" has the meaning set forth in Section 2.01.
"Affiliate" of a Person means any other Person that directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common control with, such
Person; provided, that all other portfolio companies of investment funds affiliated with or
managed by KPS Capital Partners, LP are deemed to not be an Affiliate of any of the Sellers
hereunder. The term "control" (including the terms "controlled by" and "under common control

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 7 of 68
with") means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise.
"Agreement" has the meaning set forth in the preamble of this Agreement.
"Auction" means an auction conducted by Sellers in accordance with the Bid
Procedures.
"Avoidance Actions" means any and all claims and causes of action of any
Seller, arising under the Bankruptcy Code or similar state law claims, including under chapter 5
of the Bankruptcy Code.
"Bankruptcy Cases" has the meaning set forth in the recitals of this Agreement.
"Bankruptcy Code" means Chapter 11 of Title 11 of the United States Code, 11
U.S.C. § 101 et sue, as amended.
"Bankruptcy Court" has the meaning set forth in the recitals of this Agreement.
"Benefit Plans" means any pension, benefit, retirement, compensation,
employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance
award, phantom equity, stock or stock -based, change in control, retention, severance, vacation,
paid time off, welfare, fringe -benefit and other similar agreement, plan, policy, program or
arrangement (and any amendments thereto), in each case whether or not reduced to writing and
whether funded or unfunded, including each "employee benefit plan" within the meaning of
Section 3(3) of ERISA, whether or not tax -qualified and whether or not subject to ERISA, that is
or has been maintained, sponsored, contributed to, or required to be contributed to by the
applicable Seller for the benefit of any current or former employee, officer, director, retiree, or
independent contractor of Sellers or any spouse or dependent of such individual
"Bid Procedures" means the bidding procedures approved by the Bankruptcy
Court for purposes of seeking bids for the purchase of Sellers' assets at the Auction.
"Bidding Procedures Order" means an Order of the Bankruptcy Court, in form
and substance reasonably acceptable to Buyer that among other things, establishes a date by
which qualified bids meeting the requirements approved in such Order must be submitted by
bidders and establishes procedures for the Auction process.
"Bill of Sale" means a bill of sale in the form of Exhibit A hereto and duly
executed by Sellers, transferring to Buyer the Purchased Tangible Personal Property (and any
tangible personal property which may be affixed to the Purchased Real Property) included in the
Acquired Assets.
"Books and Records" has the meaning set forth in Section 2.01(d).
"Business" has the meaning set forth in the recitals of this Agreement.
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Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 8 of 68
"Business Day" means any day except Saturday, Sunday or any other day on
which commercial banks located in New York, New York are authorized or required by Law to
be closed for business.
"Buyer" has the meaning set forth in the preamble of this Agreement.
"Buyer Closing Certificate" has the meaning set forth in Section 7.03(d).
`Buyer Default Termination' has the meaning set forth in Section 2.05(b).
"Chair One" means the building located at 815 Visionary St., Lenoir NC 28645.
"Closing" and "Closing Date" have the meanings set forth in Section 3.01.
"Closing Payment" has the meaning set forth in Section 2.05(b).
"Closing Cash Consideration" means FOUR MILLION AND SEVEN
HUNDRED AND FIFTY THOUSAND 00/100 dollars ($4,750,000.00).
"Code" means the Internal Revenue Code of 1986, as amended.
"Confidential Information" has the meaning set forth in Section 6.01.
"Contracts" means all contracts, leases, deeds, mortgages, licenses, instruments,
notes, commitments, undertakings, indentures, joint ventures and all other agreements,
commitments and legally binding arrangements, whether written or oral.
"Default" means (a) a violation, breach, or default, (b) the occurrence of an event
that, with the passage of time, the giving of notice or both, would constitute a violation, breach,
or default, or (c) the occurrence of an event that, with or without the passage of time, the giving
of notice or both, would give rise to a right of damages, specific performance, termination,
cancellation, renegotiation, or acceleration (including the acceleration of payment).
"Deposit" has the meaning set forth in Section 2.05(c).
"Disclosure Schedules" means the Disclosure Schedules delivered by Sellers
concurrently with the execution and delivery of this Agreement.
"Effective Date" has the meaning set forth in the opening paragraph of this
Agreement.
"Encumbrance" means any charge, claim (as defined in Section 101(5) of the
Bankruptcy Code), pledge, condition, lien (statutory or other), option, security interest,
mortgage, easement, encroachment, right of way, right of first refusal, transfer restriction or
other similar encumbrance.
"End Date" has the meaning set forth in Section 9.01(f).
3

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 9 of 68
"Environmental Law" means any applicable Law (a) relating to pollution (or the
cleanup thereof) or the protection of natural resources or the environment (including ambient air,
soil, surface water or groundwater, or subsurface strata) or (b) concerning the management,
manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation,
discharge, transportation, processing, production, disposal or remediation of any Hazardous
Materials.
"Environmental Permit" means any Permit required under or issued, granted,
given, authorized by or made pursuant to Environmental Law.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations promulgated thereunder.
"Escrow" has the meaning set forth in Section 2.05(b).
"Escrow Holder" has the meaning set forth in Section 2.05(b).
"Excluded Assets" has the meaning set forth in Section 2.02.
"Excluded Liabilities" has the meaning set forth in Section 2.04.
"Final Order" shall mean an order or judgment, the operation or effect of which
is not stayed, and as to which order or judgment (or any revision, modification or amendment
thereof), the time to appeal or seek review or rehearing has expired, and as to which no appeal or
petition for review or motion for reargument has been taken or been made and is pending for
argument.
"FIRPTA Certificate" means, in connection with the sale of the Purchased Real
Property, a certificate duly executed by each Seller pursuant to Treasury Regulations Section
1.1445-2(b), in form and substance reasonably satisfactory to Buyer, that such Seller (or such
Seller's owner for U.S. federal income tax purposes if such Seller is a disregarded entity for U.S.
federal income tax purposes) is not a foreign person within the meaning of Section 1445 of the
Code.
"Governmental Authority" means any federal, state, local or foreign
government or political subdivision thereof, or any agency or instrumentality of such
government or political subdivision, or any self -regulated organization or other non-
governmental regulatory authority or quasi -governmental authority (to the extent that the rules,
regulations or orders of such organization or authority have the force of Law), or any arbitrator,
court or tribunal of competent jurisdiction.
"Governmental Order" means any order, writ, judgment, injunction, decree,
stipulation, determination or award entered by or with any Governmental Authority.
"Hazardous Materials" means (a) any material, substance, chemical or waste
that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under
Environmental Laws and (b) any petroleum or petroleum -derived products, radioactive materials
or wastes, urea formaldehyde foam insulation and polychlorinated biphenyls.
11

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 10 of 68
"Knowledge of Sellers" or any other similar knowledge qualification, means the
actual knowledge, following due inquiry, of Blair Hawley, Rob Allen, Brian Buchanan, and
Chris Litras.
"Law" means any statute, law, ordinance, regulation, rule, code, order,
constitution, treaty, common law or rule of law of any Governmental Authority.
"Liabilities" means liabilities, obligations or commitments of any nature
whatsoever, asserted or unasserted, known or unknown, accrued or unaccrued, matured or
unmatured or otherwise.
"Losses" means losses, damages, liabilities, deficiencies, Actions, judgments,
interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable
attorneys' fees and diminution in value; provided, however, that "Losses" will not include,
except in the case of fraud or to the extent actually awarded to a Governmental Authority or
other third party, punitive damages, exemplary or special damages, lost profits, lost expectations,
consequential damages that were not reasonably foreseeable as a result of the applicable claim
giving rise to such damages (other than, for the avoidance of doubt, any loss or damage
calculated based on a multiplier, or other enhancing measure, of actual damages), or any loss or
damage that is calculated based on a multiple, or other enhancing measurement, of actual
damages.
"Material Adverse Change" means any event, occurrence, state of facts or
development, condition or change that, individually or in the aggregate, (i) has been or would be
reasonably likely to be material and adverse to the Acquired Assets (including, without
limitation, a casualty or condemnation of the Purchased Real Property) or the assets, business,
condition (financial or otherwise) or results of operations of the businesses or (ii) has prevented,
materially delayed, or materially impaired, or would be reasonably likely to prevent, materially
delay or materially impair, the ability of the Sellers to consummate the transactions contemplated
by this Agreement or any other Transaction Document or to perform its obligations under this
Agreement or any other Transaction Document, provided that, the commencement of the
Bankruptcy Cases and the financial condition of Sellers as a result of such filings shall not
constitute a Material Adverse Change.
"Material Contract" means any Contract with respect to which Sellers have
made or received annual payments of five hundred thousand dollars ($500,000) or more.
"Order" means any judgment, order, writ, decree, injunction or other
determination whatsoever of any Governmental Authority or any other entity or body whose
finding, ruling or holding is legally binding or is enforceable as a matter of right (in any case,
whether preliminary or final).
"Ordinary Course" means the ordinary course of business consistent with the
past practices of Sellers and their Subsidiaries in the operation of the Business from and after the
commencement of the Bankruptcy Cases.
"Permits" means all permits, licenses, franchises, approvals, authorizations,
registrations, certificates, variances and similar rights obtained, or required to be obtained, from
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Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 11 of 68
Governmental Authorities, held in connection with the ownership or operation of the Acquired
Assets.
"Permitted Encumbrances" means (i) mechanics', carriers', workmen's,
repairmen's or other like liens for amounts that are not delinquent or which are being contested
in good faith by appropriate proceedings; (ii) Taxes/Tax assessments that are not yet due or
payable; (iii) all defects, exceptions, restrictions, easements, rights of way, covenants, conditions,
exclusions or other Encumbrances that do not, individually or in the aggregate, materially
interfere with the use of the Purchased Real Property of record; (iv) easements or other grants to
any one or more utility companies and public or quasi -public entities to facilitate the delivery of
utilities to the Purchased Real Property, or for road, water, sewer, or other public purposes,
regardless of whether they are for the benefit of the Purchased Real Property; (v) all liens,
encumbrances, ordinances, statutes, and other matters whether recorded or unrecorded that
would be disclosed by an accurate survey, title search or physical inspection of the Purchased
Real Property; (vi) zoning, building codes, entitlement and other land use and Environmental
Laws regulating the use or occupancy of the Purchased Real Property or the activities conducted
thereon that are imposed by any Governmental Authority having jurisdiction over such
Purchased Real Property; or (vii) liens that will be released at or prior to the Closing.
"Person" means an individual, corporation, partnership, joint venture, limited
liability company, Governmental Authority, unincorporated organization, trust, association, or
other entity.
"Petition Date" has the meaning set forth in the Recitals.
"Pre -Closing Tax Period" means any taxable period ending on or before the
Closing Date and, with respect to any taxable period beginning on or before the Closing Date
and ending after the Closing Date, the portion of such taxable period ending on and including the
Closing Date.
"Purchased Real Property" has the meaning set forth in Section 2.01(a).
"Purchase Price" has the meaning set forth in Section 2.05(a).
"Purchased Tangible Personal Property" has the meaning set forth in Section
2.01 N.
"Representative" means, with respect to any Person, any and all directors,
officers, employees, consultants, financial advisors, counsel, accountants and other agents of
such Person.
"Sale Order" means an Order of the Bankruptcy Court in form and substance
satisfactory to Buyer, pursuant to, inter alia, Sections 105, 363 and 365 of the Bankruptcy Code
authorizing and approving the transactions contemplated by this Agreement; provided, that
Buyer shall not be required to accept a Sale Order that does not: (i) provide for the sale, transfer
and assignment of all of the Sellers' rights, title and interest in the Acquired Assets to Buyer on
the terms and conditions set forth herein, free and clear of all Claims, Excluded Liabilities, and
Encumbrances (including any successor liability) to the maximum extent permitted by law, other

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 12 of 68
than Permitted Encumbrances; (ii) intentionally omitted; (iii) contain findings of fact and
conclusions of law that the transactions contemplated by this Agreement are undertaken by
Buyer and Sellers at arm's length, without collusion and that the Buyer has acted in "good faith"
within the meaning and entitled to the protections of Section 363(m) of the Bankruptcy Code;
(iv) find that notice of the Sale Motion was good and sufficient; (v) provide that, other than the
Permitted Encumbrances, Buyer shall not be responsible for any liability of Sellers; (vi) find the
transfers of the Acquired Assets by Sellers to Buyer constitute transfers for reasonably
equivalent value and fair consideration under the Bankruptcy Code and the laws of the State of
Delaware; (vii) provide that the Sale Order is binding upon any trustee in the event of conversion
of the Sellers' chapter 11 cases to cases under chapter 7, or in the event that a chapter 11 trustee
is appointed or venue is transferred; (viii) hold that Buyer is a not a successor to the Sellers or
their estates by reason of any theory of law or equity with respect to any Claims or
Encumbrances against the Sellers or the Acquired Assets and to the maximum extent permitted
by applicable law permanently enjoining each and every holder of any claim for such liabilities
from commencing, continuing or otherwise pursuing or enforcing any remedy, claim, cause of
action or Encumbrance against Buyer or the Acquired Assets related thereto; (ix) hold that, after
the entry of the Sale Order, the terms of any reorganization or liquidation plan submitted to the
Bankruptcy Court or any other court for confirmation or sanction, shall not conflict with,
supersede, abrogate, nullify or restrict the terms of this Agreement, or in any way prevent or
interfere with the consummation or performance of the transactions contemplated by this
Agreement; (x) authorize the Buyer to abandon property in accordance with regularly approved
procedures; (xi) contain findings of fact and holdings typically included in such orders; (xii)
intentionally omitted; (xiii) provide for the waiver of the automatic stay provisions of
Bankruptcy Rules 6004 and 6006; and (xiv) provide that Buyer has not violated Section 363(n)
of the Bankruptcy Code by any action or inaction.
"Sale Motion" means the motion, in form and substance reasonably acceptable to
Buyer, filed by Sellers with the Bankruptcy Court seeking authority to sell the Acquired Assets.
"Sellers" has the meaning set forth in the preamble of this Agreement, and
"Seller" means one of the Sellers.
"Sellers Closing Certificate" has the meaning set forth in Section 7.02(e).
"Sellers Representative" has the meaning set forth in Section 11.02(a).
"Subsidiary" means, with respect to any Person, any corporation, limited liability
company, joint venture or partnership of which such Person (a) beneficially owns, either directly
or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes
of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or
profit interests, in the case of a partnership; or (b) otherwise has the power to vote or to direct the
voting of sufficient securities to elect a majority of the board of directors or similar governing
body.
"Successful Bidder" has the meaning set forth in the Bidding Procedures Order.
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Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 13 of 68
"Tax" or "Taxes" means all federal, state, local, foreign, and other income, gross
receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration,
profits, license, lease, service, service use, withholding, payroll, employment, unemployment,
estimated, excise, severance, environmental, stamp, occupation, premium, property (real or
personal), real property gains, value added, windfall profits, customs, duties or other taxes, fees,
assessments or charges of any kind whatsoever, together with any interest, additions or penalties
with respect thereto and any interest in respect of such additions or penalties.
"Tax Return" means any return (including any information return), report,
statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other
document or information (including any amendments thereto) that is, has been or may in the
future be filed with or submitted to, or required to be filed with or submitted to, any
Governmental Authority in connection with the determination, assessment, collection or payment
of any Tax or in connection with the administration, implementation or enforcement of or
compliance with any Law relating to any Tax.
"Transaction Documents" means this Agreement, the Bill of Sale, the special
warranty deed, and the other agreements, instruments and documents required to be delivered at
the Closing.
"Transfer Taxes" has the meaning set forth in Section 3.04.
ARTICLE II
PURCHASE AND SALE
Section 2.01. Purchase and Sale of Assets. Subject to the terms and conditions
set forth herein and pursuant to Sections 105, 363, and 365 of the Bankruptcy Code, at the
Closing, but subject to Error! Reference source not found., Sellers will sell, assign, transfer,
convey, and deliver to Buyer (or any Person designated by Buyer), or cause one or more of their
Subsidiaries to sell, assign, transfer, convey, and deliver to Buyer (or any Person designated by
Buyer), and Buyer will purchase from Sellers, free and clear of any Encumbrances other than
Permitted Encumbrances, all of Sellers' right, title and interest in, to, and under the following
(collectively, the "Acquired Assets"):
(a) the real property set forth in Section 2.01(a) of the Disclosure
Schedules, including the buildings, fixtures, parking lots and other improvements or movable
assets considered real property as a matter of Law located on or attached to such real property
and all appurtenances thereto (the "Purchased Real Property");
(b) all furniture, fixtures, equipment, machinery, tools, vehicles,
security devices, office equipment, office supplies, computers, telephones and other tangible
personal property identified in Section 2.01(b) of the Disclosure Schedules (the "Purchased
Tangible Personal Property") together with any software identified in Section 2.01(b) of the
Disclosure Schedules that is transferrable with the Purchased Tangible Personal Property;
(c) all of Seller's indemnities and all similar rights against third parties
to the extent related to any Acquired Assets;

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 14 of 68
(d) as relating to the Acquired Assets, originals or copies of all books
and records; books of account, ledgers, and general financial information; financial and
accounting records; and files relating to the Acquired Assets ("Books and Records");
(e) the right to receive and retain mail and other communications
related to the Acquired Assets;
(f) except for accounts receivable, claims, causes of action and other
legal rights and remedies against other Persons to the extent arising from or relating to or in
connection with the Acquired Assets (regardless of whether or not asserted by any Seller), all of
the proceeds from the foregoing which are accrued and unpaid as of the Closing, all rights of
indemnity, warranty rights, guaranties received from vendors, suppliers, contractors, or
manufacturers, rights of contribution, rights to refunds, rights of reimbursement, and other rights
of recovery possessed by any Seller against other Persons and the prosecution files of Sellers
related thereto, in each case, to the extent related to the Acquired Assets (regardless of whether
such rights are currently exercisable); provided, however, that the foregoing shall exclude any
Avoidance Actions; and
(g) (i) any transferrable warranties (such as roof warranties) related to
the Purchased Real Property; (ii) any unrecorded agreements made for the benefit of Purchased
Real Property (such as unrecorded license agreements for use of neighboring properties); and
(iii) any transferrable warranties related to the Purchased Tangible Personal Property.
Section 2.02. Excluded Assets. With the exception of the Acquired Assets,
Buyer shall not acquire any of Seller's assets, properties, or rights of any kind and nature,
whether real, personal or mixed, tangible or intangible (collectively, the "Excluded Assets").
Section 2.03. No Assumed Liabilities. Buyer will not assume and will not be
responsible to pay, perform or discharge any Liabilities of any Sellers or any of Sellers'
respective Affiliates of any kind or nature whatsoever, including any intercompany obligations.
Section 2.04. Excluded Liabilities. As stated above, Buyer will not assume and
will not be responsible to pay, perform or discharge any Liabilities of any Sellers or any of
Sellers' respective Affiliates of any kind or nature whatsoever, including any intercompany
obligations (the "Excluded Liabilities"). For the avoidance of doubt, the term "Excluded
Liabilities" shall include:
Contract of any Seller,
equipment;
(a) all Liabilities and obligations arising under or relating to any
(b) all Liabilities of Sellers under any Contract, including any lease of
(c) any indebtedness or obligation for borrowed money of any Seller;
(d) all Liabilities arising from the Excluded Assets;
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Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 15 of 68
(e) all Liabilities for any and all Taxes for which a Seller or any of its
Affiliates or direct or indirect partners, shareholders or members is or may be liable, regardless
of the taxable period to which Taxes relate, and any and all Taxes relating to or imposed or
payable in connection with the Business or any of the Acquired Assets to the extent attributable
to (or payable in respect of) any Pre -Closing Tax Periods, in each instance regardless of whether
such Taxes are assessed or determined to be due or payable before or after the Closing;
(f) all Liabilities assumed by the purchaser of any Excluded Assets;
(g) all Liabilities under any Benefit Plans;
(h) any and all Liability for: (i) costs and expenses incurred by Sellers
or owed in connection with the administration of the Bankruptcy Cases (including the U.S.
Trustee fees, the fees and expenses of attorneys, accountants, financial advisors, consultants, and
other professionals retained by Seller, and any official or unofficial creditors' committee, the
fees and expenses of the post -petition lenders or the pre -petition lenders incurred or owed in
connection with the administration of the Bankruptcy Case); and (ii) all costs and expenses of
Sellers incurred in connection with the negotiation, execution, and consummation of the
transactions contemplated under this Agreement or the other Transaction Documents;
(i) any Liabilities with respect to negative credit balances under any
accounts receivable of the Sellers;
0) all (i) store or customer credits, sales promotions, rebates, coupons,
gift cards and certificates or (ii) customer deposits, other deposits, returns of goods or
merchandise, customer prepayments and overpayments, customer refunds, credits,
reimbursements and related adjustments with respect to goods or merchandise;
(k) any and all Liabilities arising from or related to the operation or
condition of the Acquired Assets prior to the Closing or facts, actions, omissions, circumstances
or conditions existing, occurring or accruing with respect to the Acquired Assets prior to the
Closing;
(1) any and all Liabilities relating to any environmental, health or
safety matter (including any Liability or obligation under any applicable Laws concerning
environmental, health or safety matters, whether known or unknown), arising out of or relating to
the Sellers' conduct, action or omission or its leasing, ownership or operation of real property on
or prior to the Closing Date, no matter when raised;
(m) any and all Liabilities relating to the Sellers' employees, including,
without limitation, unpaid vacation, severance, or Liabilities arising under the WARN Act;
(n) any leases or other occupancy agreements for the Purchased Real
Property, if any; and
(o) any Liabilities with respect to any Encumbrances which (i) do not
constitute Permitted Encumbrances or (ii) will be removed pursuant to the Sale Order.
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Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 16 of 68
Section 2.05. Purchase Price and Deposit.
(a) The aggregate purchase price for the Acquired Assets is the
Closing Cash Consideration (the "Purchase Price").
(b) At the Closing, Buyer shall (i) pay to the Sellers Representative an
amount equal (x) the Closing Cash Consideration minus (y) the Deposit, by wire transfer of
immediately available funds to an account designated in writing by the Sellers Representative to
Buyer no later than two (2) Business Days prior to the Closing Date (collectively, the "Closing
Payment") and (ii) direct the Escrow Agent to disburse the Deposit to Sellers.
(c) Upon submission of this Agreement for consideration as a bid for
the Acquired Assets, Buyer shall, in accordance with the Bidding Procedures, deliver into a
segregated account (the "Escrow") maintained by an escrow holder designated by Sellers parties
(the "Escrow Holder") and pursuant to an escrow agreement in form and substance satisfactory
to Buyer and Sellers the sum of ONE HUNDRED SEVENTY THOUSAND SIX HUNDRED
TWENTY-FIVE AND 00/100 dollars ($170,625.00) (the "Deposit") in immediately available
funds. Upon receipt of the Deposit, the Escrow Holder shall immediately place the Deposit into
a non -interest -bearing account. The Deposit shall become nonrefundable upon the earlier of (i)
the entry of a Final Order of the Bankruptcy Court approving Buyer as the Successful Bidder at
the hearing on the Sale Motion and satisfaction by all parties of all conditions set forth in
ARTICLE VII, and the absence of any restriction, limitation, or prohibition on Buyer's right to
acquire the Acquired Assets in the manner, and under the terms and conditions, set forth in this
Agreement except where any such restriction, limitation, or prohibition is solely caused by an act
or omission of Buyer, and (ii) Sellers' termination of the transaction contemplated by this
Agreement in accordance with Section 9.01(d) (a `Buyer Default Termination"). At the
Closing, the Deposit shall be delivered to Sellers and credited toward payment of the Purchase
Price. In the event the Deposit becomes non-refundable by reason of a Buyer Default
Termination and Sellers are not then in Default of this Agreement, Escrow Holder shall
immediately disburse the Deposit to Sellers to be retained by Sellers for Sellers' own account as
liquidated damages. If this Agreement is terminated in accordance with Section 9.01 other than
due to a Buyer Default Termination, the Escrow Holder shall return the Deposit to Buyer within
two (2) Business Days.
to
(d) The allocation of the Purchase Price shall be as set forth on Exhibit
Section 2.06. Intentionally omitted.
Section 2.07. Withholding Tax. Buyer shall be entitled to deduct and withhold
from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any
provision of Tax Law. All such withheld amounts that are paid over to the relevant
Governmental Authority will be treated as delivered to Sellers hereunder. In the event Buyer
determines that it is required to withhold and pay Taxes, Buyer shall notify the Sellers
Representative of such requirement and the basis for such requirement at least five (5) days prior
to any withholding. Buyer and Sellers shall cooperate, as reasonably requested by the Sellers
Representative, to reduce the amount of withholding Taxes imposed on the Purchase Price.
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Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 17 of 68
Section 2.08. Intentionally Omitted.
Section 2.09. Condition of Purchased Real Property at Closing.
(a) Sellers shall deliver possession of the Purchased Real Property
(without any tenant or occupant) to Buyer immediately at Closing; provided, however, Buyer
shall permit Sellers to (i) continue to use Chair One for storage of inventory located at Chair One
as of Closing and (ii) access Chair One to remove such inventory during normal business hours
until December 31, 2018. From the Closing Date until all inventory is removed from Chair One,
Sellers shall pay Buyer rent at a rate of $6,250 per week due Monday of each week (or the next
Business Day if Monday is a holiday). Rent shall be pro rated for any period in which inventory
is located at Chair One if such period is not a full month. Sellers shall also provide to Buyer at
Closing all keys and key fobs (and similar devices) and security codes for any of the buildings or
improvements on the Purchased Real Property.
(b) Sellers jointly and severally agree to indemnify and hold harmless
the Buyer for any damages as a direct result of Sellers' occupancy of Chair One and the removal
of inventory from Chair One. Each Seller agrees that Buyer shall not be liable for any damage to
inventory located at Chair One except for damages resulting from Buyer's gross negligence or
willful misconduct.
ARTICLE III
CLOSING
Section 3.01. Closing. Subject to the terms and conditions of this Agreement,
the consummation of the transactions contemplated by this Agreement (the "Closing") will take
place through the electronic exchange of documents and signatures, which process will be
coordinated by Young Conaway Stargatt & Taylor, LLP, at 10:00 am prevailing Eastern Time,
on the earlier of (i) the fourth (4th) Business Day following the satisfaction or waiver of each of
the conditions set forth in ARTICLE VII (other than those conditions which can be satisfied only
at the Closing, but subject to the satisfaction or waiver of such conditions at Closing) and (ii) at
such other time, date or place as the Sellers Representative and Buyer may mutually agree upon
in writing; provided, however, that such other time or date shall be on or before the End Date.
The date on which the Closing is to occur is herein referred to as the "Closing Date," and the
Closing shall be deemed to have occurred at 11:59 pm prevailing Eastern Time on the Closing
Date. Until Closing, the risk of loss or damage to the Acquired Assets shall be borne by Sellers.
Section 3.02. Closing Deliverables.
(a) At the Closing, Sellers will deliver or cause to be delivered to
Buyer the following, each of which shall be duly executed by the applicable Seller (or an
Affiliate thereof):
(1) a copy of the Sale Order entered by the Bankruptcy Court;
(2) the Bill of Sale;
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Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 18 of 68
(3) the state and county transfer forms that are required to be
executed by the applicable Seller to effectuate the real property transfers for the Purchased Real
Property;
(4) an assignment (i) any transferrable warranties (such as roof
warranties, etc.) related to the Purchased Real Property; (ii) any unrecorded agreements made for
the benefit of Purchased Real Property (such as unrecorded license agreements for use of
neighboring properties, etc.); and (iii) any transferrable warranties related to the Purchased
Tangible Personal Property;
(5) a special warranty deed for each parcel of Purchased Real
Property;
(6) the FIRPTA Certificate and such other documents as
Buyer's title company may reasonably request to issue an owner's policy at regular rates subject
only to the standard exceptions and Permitted Exceptions;
(7) the Sellers Closing Certificate;
(8) a Settlement Statement;
(9) termination(s) of any and all leases affecting the Purchased
Real Property or a certification that no such lease exists;
(10) all instruments of transfer, including, as applicable, any
affidavits of lost title certificates, necessary to transfer to Buyer to any motor vehicles that are
Acquired Assets; and
(11) such other customary instruments of transfer, assumption,
filings or documents, in form and substance reasonably satisfactory to Buyer, as may be
reasonably required to give effect to this Agreement.
(b) At the Closing, Buyer will deliver to the Sellers Representative the
following, each of which shall be duly executed by Buyer (if applicable):
Sellers; and
(1) the Closing Payment;
(2) instructions to the Escrow Holder to deliver the Deposit to
(3) the Buyer Closing Certificate.
Section 3.03. Prorations. Ad valorem and personal property Taxes shall be
prorated between Sellers and Buyer as of the Closing Date; provided, however, that Seller shall
be responsible for any rollback taxes for any period prior to Closing.
Section 3.04. Transfer Taxes. Any transfer taxes that may be payable by reason
of the sale of the Acquired Assets under this Agreement or the transactions contemplated herein
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Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 19 of 68
("Transfer Taxes") shall be borne and timely paid one-half by Buyer and one-half by Sellers.
Each of Buyer and Sellers shall cooperate with each other and timely sign and deliver such
certificates or forms as may be necessary or appropriate to file any Tax Returns required to be
filed in connection with Transfer Taxes or to establish an exemption from (or otherwise reduce)
such Transfer Taxes.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS
Except as set forth in the correspondingly numbered Section of the Disclosure
Schedules, Sellers, jointly and severally, represent and warrant to Buyer, as of the date hereof,
the representations and warranties in the following Section 4.01 through Section 4.11:
Section 4.01. Organization and Oualification of Sellers. Each Seller is duly
organized, validly existing and in good standing under the Laws of the jurisdiction of its
organization. Each Seller has full power and authority to own, operate, or lease the properties
and assets now owned, operated, or leased by such Seller. Each Seller is duly licensed or
qualified to do business and is in good standing in each jurisdiction in which the ownership by it
of the Acquired Assets or the operation of the Business as currently conducted by it makes such
licensing or qualification necessary.
Section 4.02. Authority of Sellers. Subject to the entry of the Sale Order in the
Bankruptcy Cases, (i) each Seller has full power and authority to, enter into this Agreement and
the other Transaction Documents to which such Seller is a parry, to carry out, and to cause any of
its Affiliates to carry out, their obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby; (ii) the execution and delivery by each Seller of
this Agreement and any other Transaction Document to which it is a party, the performance by
such Seller of its obligations hereunder and thereunder and the consummation by such Seller of
the transactions contemplated hereby and thereby have been duly authorized by any necessary
action on the part of such Seller; and (iii) this Agreement has been duly executed and delivered
by each Seller, and (assuming due authorization, execution and delivery by Buyer) this
Agreement constitutes a legal, valid and binding obligation of each Seller enforceable against
each Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or effecting creditors' rights and to general
principles of equity.
Section 4.03. No Conflicts; Consents. To the Knowledge of each Seller and
subject to the entry of the Sale Order in the Bankruptcy Cases, the execution, delivery and
performance by such Seller, and the execution, delivery and performance by any of such Seller's
Affiliates, of the other Transaction Documents to which it is a party, and the consummation of
the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result
in a violation or breach of, or default under, any provision of the certificate of formation,
operating agreements or other organizational documents of such Seller or any of its Affiliates;
(b) conflict with or result in a violation or breach of any provision of any Law applicable to such
Seller or any of its Affiliates; (c) Intentionally Omitted; (d) result in the creation or imposition of
any Encumbrance on the Acquired Assets; or (e) require the consent of, or filing with, any
14

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 20 of 68
Governmental Authority except for such consents or flings, the failure to obtain or make that
would not reasonably be expected to have a Material Adverse Change.
Section 4.04. Sellers' Knowledge of Real Estate. To the Knowledge of each
Seller there are no (i) condemnation(s) affecting or contemplated with respect to the Purchased
Real Property; (ii) actions, suits, or proceedings pending or threatened against the Purchased
Real Property; (iii) changes contemplated in any applicable laws, ordinances, or restrictions
affecting the Purchased Real Property; or (iv) governmental special assessments, either pending
or confirmed, for sidewalk, paving, water, sewer, or other improvements on or adjoining the
Purchased Real Property, and no pending or confirmed owners' association special assessments.
Section 4.05. Title to Acquired Assets. Sellers and their Affiliates have good
and valid title to all of the Acquired Assets. All such Acquired Assets are free and clear of
Encumbrances except for Permitted Encumbrances.
Section 4.06. Intentionally omitted.
Section 4.07. Purchased Real Property. With respect to each parcel of
Purchased Real Property (a) the applicable Seller has good and valid fee simple title free and
clear of all Encumbrances except Permitted Encumbrances; and (b) there are no leases,
subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the
right of use or occupancy of any portion of such Purchased Real Property; and (c) the
improvements thereon are in good working order and repair subject to normal wear and tear and
ordinary, routine maintenance and repairs. The applicable Seller has not received written notice
of any pending condemnation proceeding with respect to any parcel of Purchased Real Property
nor, to such Seller's Knowledge, is there any threatened condemnation that would preclude or
impair the use of any Purchased Real Property by Buyer for the purposes for which it is currently
used. Other than the right of Buyer pursuant to this Agreement, there are no other options or
rights of first offer or rights of first refusal or similar rights or options to purchase, lease or
otherwise acquire any interest in any of the Purchased Real Property that have been granted by
the Sellers to any Person (other than Buyer) that are enforceable.
Section 4.08. Environmental Matters To the Knowledge of Sellers, Sellers are,
and have been at all times since December 31, 2015, in compliance in all material respects with
all Environmental Laws. To the Knowledge of Sellers, all material Environmental Permits
required in connection with the ownership of the Acquired Assets have been obtained and are in
full force and effect and the Sellers are, and have been at all times since December 31, 2015, in
compliance in all material respects with all such Environmental Permits. There are no material
Actions pending or, to the Knowledge of Sellers, threatened in writing against any Seller
pursuant to Environmental Laws. This Section 4.08 contains the sole representations and
warranties concerning Environmental Laws or Hazardous Materials in the Agreement.
Section 4.09. Legal Proceedings; Governmental Orders. There are no Actions
pending or, to the Knowledge of Sellers, threatened in writing against or by any Seller (i) relating
to or affecting the Acquired Assets; or (ii) that challenge or seek to prevent, enjoin or otherwise
delay the transactions contemplated by this Agreement.
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Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 21 of 68
Section 4.10. Intentionally omitted.
Section 4.11. Brokers. Except to the extent payable solely by Sellers, no broker,
finder or investment banker is entitled to any brokerage, finder's or other fee or commission in
connection with the transactions contemplated by this Agreement or any other Transaction
Document based upon arrangements made by or on behalf of Sellers.
Section 4.12. Exclusivity of Representations and Warranties. None of the
Sellers nor any other Person is making any representation or warranty of any kind or nature
whatsoever, oral or written, express or implied, relating to any Seller (including, but not limited
to, any relating to financial condition, results of operations, assets or liabilities of such Seller),
except as expressly set forth in this ARTICLE IV and the Disclosure Schedules, and each of the
Sellers hereby disclaims any such other representations or warranties.
Section 4.13. "AS IS" Sale. BUYER HEREBY ACKNOWLEDGES AND
AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE
IV ABOVE, SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING
TO THE ACQUIRED ASSETS INCLUDING EXPENSES TO BE INCURRED IN
CONNECTION WITH THE ACQUIRED ASSETS, THE PHYSICAL CONDITION OF ANY
PERSONAL PROPERTY COMPRISING A PART OF THE ACQUIRED ASSETS OR
WHICH IS THE SUBJECT OF ANY OTHER LEASE OR OTHER CONTRACT TO BE
ASSUMED BY BUYER AT THE CLOSING, THE ENVIRONMENTAL CONDITION OR
OTHER MATTER RELATING TO THE PHYSICAL CONDITION OF ANY REAL
PROPERTY OR IMPROVEMENTS THAT ARE THE SUBJECT OF ANY REAL PROPERTY
LEASE TO BE ASSUMED BY BUYER AT THE CLOSING, THE ZONING OF ANY SUCH
REAL PROPERTY OR IMPROVEMENTS, THE VALUE OF THE ACQUIRED ASSETS (OR
ANY PORTION THEREOF), THE TRANSFERABILITY OF PROPERTY, THE TERMS,
AMOUNT, THE MERCHANTABILITY OR FITNESS OF THE PERSONAL PROPERTY OR
ANY OTHER PORTION OF THE ACQUIRED ASSETS FOR ANY PARTICULAR
PURPOSE, OR ANY OTHER MATTER OR THING RELATING TO THE ACQUIRED
ASSETS OR ANY PORTION THEREOF. WITHOUT IN ANY WAY LIMITING THE
FOREGOING, SELLERS HEREBY DISCLAIM ANY WARRANTY, EXPRESS OR
IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS
TO ANY PORTION OF THE ACQUIRED ASSETS. SUBJECT TO THE
REPRESENTATIONS SET FORTH IN THIS ARTICLE IV, BUYER WILL ACCEPT THE
ACQUIRED ASSETS AT THE CLOSING "AS IS," "WHERE IS," AND "WITH ALL
FAULTS."
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Sellers as follows:
Section 5.01. Organization of Buyer. Buyer is a limited liability company duly
organized, validly existing and in good standing under the Laws of the State of North Carolina.
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Section 5.02. Authority of Buyer. Buyer has full limited liability company
power and authority to enter into this Agreement and the other Transaction Documents to which
Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. The execution and delivery by Buyer of this
Agreement and any other Transaction Document to which Buyer is a party, the performance by
Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the
transactions contemplated hereby and thereby have been duly authorized by all requisite limited
liability company action on the part of Buyer. This Agreement has been duly executed and
delivered by Buyer, and (assuming due authorization, execution and delivery by Sellers) this
Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer
in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or effecting creditors' rights and to general principles of equity.
Section 5.03. No Conflicts; Consents. The execution, delivery and performance
by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the
consummation of the transactions contemplated hereby and thereby, do not and will not conflict
with or result in a violation or breach of, or default under, any provision of the certificate of
formation, limited liability company agreement, or other organizational documents of Buyer or
require the consent, notice or other Action by any Person under any Contract to which Buyer is a
party.
Section 5.04. Financing. Buyer will have at Closing funds or financing in place
necessary to pay and deliver to Sellers the Purchase Price. In no event shall the receipt or
availability of any funds or financing by Buyer or any other financing or other transactions be a
condition to Buyer's obligations hereunder.
Section 5.05. Brokers. Except to the extent payable solely by Buyer, no broker,
finder or investment banker is entitled to any brokerage, finder's or other fee or commission in
connection with the transactions contemplated by this Agreement or any other Transaction
Document based upon arrangements made by or on behalf of Buyer.
Section 5.06. Legal Proceedings. There are no Actions pending or threatened in
writing against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or
otherwise delay the transactions contemplated by this Agreement. No event has occurred or
circumstances exist that may give rise or serve as a basis for any such Action.
ARTICLE VI
COVENANTS
Section 6.01. Confidentiality. From and after the Closing and subject to any
disclosure requirements of Sellers arising in the Bankruptcy Cases, each Seller will, and will
cause Sellers' respective Affiliates to, hold, and will use its commercially reasonable efforts to
cause its or their respective Representatives to hold, in confidence any and all information,
whether written, oral, electronic or otherwise, relating to the Acquired Assets (collectively,
"Confidential Information").
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Section 6.02. Received Payments. From and after the Closing, if any Seller or
any of its Affiliates receives or collects any funds relating to any Acquired Asset, such Seller
will remit (or cause to be remitted) such funds to Buyer within ten (10) Business Days after its
receipt thereof. If Buyer or any of its Affiliates receives or collects any funds relating to any
Excluded Assets, Buyer or its Affiliate will remit such funds to the Sellers Representative within
ten (10) Business Days after its receipt thereof.
Section 6.03. Availability of Books and Records. To the extent that Sellers
deliver Books and Records or copies of Books and Records to Buyer at the Closing Date, then
from and after the Closing, Buyer shall provide to the Sellers Representative (after reasonable
notice and during normal business hours and without charge to Sellers) access to (a) Buyer's
personnel who have custody of Books and Records for periods prior to the Closing and (b) all
Books and Records for periods prior to the Closing and shall preserve such Books and Records
or deliver copies of such Books and Records to Sellers Representative, subject to compliance
with applicable Law. Such access to Books and Records shall include access to any such
information in electronic form to the extent reasonably available. Sellers shall have the right to
retain copies of Books and Records for periods prior to the Closing. With respect to any
litigation and claims, Buyer shall, at Sellers' sole expense, render all reasonable assistance that
any Seller may request in defending such litigation or claim and shall make available to Sellers,
for and at reasonable times, Buyer's personnel most knowledgeable about the matter in question.
Section 6.04. Bulk Sales/Tax Clearance Waiver. The parties agree to waive
compliance with the provisions of any so-called "bulk transfer law," "bulk sales law," or any
similar Tax Law (including any tax clearance or certification of tax compliance Law) of any
jurisdiction that may be applicable with respect to the sale of the Acquired Assets as
contemplated by this Agreement; it being understood that any Liabilities arising out of the failure
of Sellers to comply with the requirements and provisions of any so-called "bulk transfer law,"
"bulk sales law," or any similar Tax Law (including any tax clearance or certification of tax
compliance Law) of any jurisdiction shall not constitute assumed liabilities and shall be treated
as Excluded Liabilities.
Section 6.05. Cooperation on Tax Matters. Sellers and Buyer shall (and shall
cause their respective Affiliates to) cooperate fully with each other and make available or cause
to be made available to each other for consultation, inspection, and copying (at such other party's
expense) in a timely fashion such personnel, Tax data, relevant Tax Returns or portions thereof,
and filings, files, books, records, documents, financial, technical and operating data, computer
records, and other information as may be reasonably requested, including (a) for the preparation
by such other party of any Tax Returns or (b) in connection with any Tax audit or proceeding
including one party (or an Affiliate thereof) to the extent such Tax audit or proceeding relates to
or arises from the transactions contemplated by this Agreement.
Section 6.06. Retention of Tax Records. From the Closing Date to the earliest
of (i) seven years from the Closing Date, (ii) the expiration of the relevant statute of limitations,
and (iii) the date on which the Bankruptcy Cases are no longer pending, each of the Sellers and
Buyer shall retain possession of all accounting, business, financial, and Tax records and
information that (a) relate to the Acquired Assets and are in existence on the Closing Date and
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(b) come into existence after the Closing Date but relate to the Acquired Assets before the
Closing Date, and each of the parties shall give the other parties notice and a reasonable
opportunity to retain any such records in the event that the party in possession of such records
shall make a determination to destroy or otherwise abandon any such records. From the Closing
Date to the earliest of (x) seven years from the Closing Date, (y) the expiration of the relevant
statute of limitations, and (z) the date on which the Bankruptcy Cases are no longer pending,
Sellers shall retain possession of all accounting, business, financial, and Tax records and
information that relate to the Excluded Liabilities and shall give Buyer notice and a reasonable
opportunity to retain any such records in the event that Sellers shall make a determination to
destroy or otherwise abandon any such records. In addition, from and after the Closing Date,
each party shall provide to the other parties (after reasonable notice and during normal business
hours and without charge) access to the books, records, documents, and other information
relating to the Acquired Assets as the requesting party may reasonably deem necessary to
properly prepare for, file, prove, answer, prosecute, and defend any Tax Return, claim, filing,
Tax audit, Tax protest, suit, proceeding, or answer. Such access shall include access to any
computerized information systems that contain data regarding the Acquired Assets. The
provisions contained in this Section 6.06 are intended to, and shall, supplement and not limit the
generality of the provisions contained in Section 6.03.
Section 6.07. Further Assurances. Following the Closing, each of the parties
hereto will, and will cause its Affiliates to, execute and deliver such additional documents,
instruments, conveyances and assurances and take such further actions as may be reasonably
required to carry out the provisions hereof and give effect to the transactions contemplated by
this Agreement and the other Transaction Documents.
Section 6.08. Conduct of Business Prior to the Closing. Except as otherwise
set forth in Section 6.08 of the Disclosure Schedules from the date hereof until the Closing Date,
Sellers shall:
(a) maintain the properties and assets included in the Acquired Assets
in the same condition as they were on the date of this Agreement, subject to reasonable wear and
tear, if applicable;
(b) not amend, modify or terminate any Contract in respect of the
Acquired Assets or enter into any new Contract in respect of the Acquired Assets;
(c) maintain the Books and Records in accordance with past practice;
and
(d) comply in all material respects with all Laws applicable to the
ownership and use of the Acquired Assets.
Section 6.09. Intentionally omitted.
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Section 6.10. Access to Information.
(a) From the Effective Date until the Closing, Sellers will (i) afford
Buyer and its Representatives during normal business hours reasonable access to and the right to
inspect all of the properties, assets, premises, Books and Records, Contracts and other documents
and data related to the Acquired Assets; (ii) furnish Buyer and its Representatives with such
financial, operating and other data and information related to the Acquired Assets as Buyer or
any of its Representatives may reasonably request, including, without limitation, (A) copies of all
reporting packages provided Sellers to Sellers' debtor -in -possession lender in the Bankruptcy
Cases, including updated borrowing bases, and (B) as soon as reasonably practicable after the
end of each fiscal month or quarter, as the case may be, such monthly or quarterly financial
reports, statements, and other information as the Sellers customarily prepare at the end of such
fiscal periods. Such information shall be prepared in accordance with the books and records of
the Sellers and shall fairly present the Sellers' financial condition and results of operations as of
the last day of the period covering such report; (iii) afford Buyer and its representatives
reasonable access to all employees, contractors, and other Representatives of Sellers with
knowledge about the operations of the Acquired Assets; and (iv) instruct Sellers' employees and
Representatives of Sellers to cooperate with Buyer in its investigation of the Acquired Assets.
Any investigation pursuant to this Section 6.10 will be conducted in such manner as not to
interfere unreasonably with the conduct of the Business or any other businesses of Sellers and
shall not include any environmental sampling.
(b) So long as the Bankruptcy Cases are pending, following the
Closing, Buyer shall provide Sellers and Sellers' counsel and other professionals employed in the
Bankruptcy Cases with reasonable access to all documents relating to the Acquired Assets for the
purpose of the continuing administration of the Bankruptcy Cases (including the pursuit of any
avoidance, preference or similar actions), which access shall include (i) the right of Sellers'
professionals to copy, at Sellers' expense, such documents and records as Sellers or Sellers' may
request in furtherance of the purposes described above, and (ii) Buyer's copying and delivering
to Sellers or Sellers' professionals such documents or records as Sellers or Sellers' professionals
may request, but only to the extent Sellers or Sellers' professionals furnish Buyer with
reasonably detailed written descriptions of the materials to be so copied and Sellers reimburse
Buyer for the reasonable costs and expenses thereof.
Section 6.11. Notice of Certain Events. From the Effective Date until the
Closing, Sellers will promptly notify Buyer in writing of:
(a) any fact, circumstance, event or Action the existence, occurrence
or taking of which (i) has had, or could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Change on the Acquired Assets, (ii) has resulted in, or could
reasonably be expected to result in, any representation or warranty made by any Seller hereunder
not being true and correct, or (iii) has resulted in, or could reasonably be expected to result in,
the failure of any of the conditions in Section 7.02 to be satisfied;
(b) any notice or other communication from any Governmental
Authority in connection with the Acquired Assets or the transactions contemplated by this
Agreement; and
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(c) any Actions commenced or, to the Knowledge of Sellers,
threatened against, relating to or involving or otherwise affecting the Acquired Assets or that
relates to the consummation of the transactions contemplated by this Agreement.
Section 6.12. Efforts to Consummate. From the Effective Date until the
Closing, each party will use reasonable efforts to take such actions as are necessary to satisfy the
closing conditions set forth in ARTICLE VII.
Section 6.13. Intentionally omitted.
Section 6.14. Intentionally omitted.
Section 6.15. Intentionally omitted.
ARTICLE VII
CONDITIONS TO CLOSING
Section 7.01. Conditions to Obligations of All Parties. The respective
obligations of each party to consummate the transactions contemplated by this Agreement are
subject to the fulfillment or waiver by the parties, at or prior to the Closing, of each of the
following conditions:
(a) No Governmental Authority having enacted, issued, promulgated,
enforced or entered any Governmental Order that is in effect and has the effect of making the
transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting
consummation of such transactions that are not otherwise satisfied, resolved or preempted by the
Sale Order.
(b) The Bankruptcy Court shall have entered the Sale Order, and the
Sale Order shall not have been stayed, vacated, reversed, or modified as of the Closing Date.
Section 7.02. Conditions to Obligations of Buyer. The obligations of Buyer to
consummate the transactions contemplated by this Agreement are subject to the fulfillment or
Buyer's waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the representations and warranties of Sellers contained
in Section 4.01, Section 4.02, and Section 4.11, the representations and warranties of Sellers
contained in this Agreement, the other Transaction Documents and any certificate or other
writing delivered pursuant hereto shall be true and correct in all respects (in the case of any
representation or warranty qualified by materiality or Material Adverse Change) or in all
material respects (in the case of any representation or warranty not qualified by materiality or
Material Adverse Change) on and as of the Closing Date with the same effect as though made at
and as of such date (except for those representations and warranties that address matters only as
of a specified date, the accuracy of which shall be determined as of that specified date in all
respects). The representations and warranties of Sellers contained in Section 4.01, Section 4.02,
and Section 4.11 shall be true and correct in all respects on and as of the Effective Date and on
and as of the Closing Date with the same effect as though made at and as of such date (except for
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those representations and warranties that address matters only as of a specified date, the accuracy
of which will be determined as of that specified date in all respects).
(b) Sellers will have duly performed and complied in all material
respects with all agreements, covenants and conditions required by this Agreement and each of
the other Transaction Documents to be performed or complied with by it prior to or on the
Closing Date.
(c) From the Effective Date, there shall not have occurred any
Material Adverse Change, nor will any event or events have occurred since the Effective Date
that, individually or in the aggregate, with or without the lapse of time, will result in a Material
Adverse Change.
(d) The applicable Sellers or their Affiliates shall have delivered to
Buyer duly executed counterparts to the Transaction Documents (other than this Agreement) and
such other documents and deliveries set forth in Section 3.02(a).
(e) Buyer shall have received a certificate, dated the Closing Date and
signed by a duly authorized officer of the Sellers Representative that each of the conditions set
forth only in Section 7.02(a) and Section 7.02(b) have been satisfied (the "_Sellers Closing
Certificate").
(f) The Bankruptcy Court shall have entered the Sale Order, and such
Sale Order shall be in full force and effect.
(g) Sellers shall have executed, delivered, and filed or authorized
Buyer to file such termination statements, lien releases, discharges, financing change statements
or other documents, notices or other instruments as Buyer may reasonably deem necessary to
release Encumbrances (other than Permitted Encumbrances) on the Acquired Assets.
Section 7.03. Conditions to Obligations of Sellers. The obligations of Sellers
to consummate the transactions contemplated by this Agreement are subject to the fulfillment or
Sellers' waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the representations and warranties of Buyer contained
in Section 5.01, Section 5.02 and Section 5.05, the representations and warranties of Buyer
contained in this Agreement, the other Transaction Documents and any certificate or other
writing delivered pursuant hereto shall be true and correct in all respects (in the case of any
representation or warranty qualified by materiality or Material Adverse Change) or in all
material respects (in the case of any representation or warranty not qualified by materiality or
Material Adverse Change) on and as of the Closing Date with the same effect as though made at
and as of such date (except for those representations and warranties that address matters only as
of a specified date, the accuracy of which shall be determined as of that specified date in all
respects), except where the failure of such representations and warranties to be true and correct
would not, individually or in the aggregate, reasonably be expected to have a material adverse
change. The representations and warranties of Buyer contained in Section 5.01, Section 5.02,
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and Section 5.05 shall be true and correct in all respects on and as of the Effective Date and on
and as of the Closing Date with the same effect as though made at and as of such date.
(b) Buyer shall have duly performed and complied in all material
respects with all agreements, covenants and conditions required by this Agreement and each of
the other Transaction Documents to be performed or complied with by it prior to or on the
Closing Date.
(c) Buyer shall have delivered to Sellers duly executed counterparts to
the Transaction Documents (other than this Agreement) and such other documents and deliveries
set forth in Section 3.02(b).
(d) Sellers shall have received a certificate, dated the Closing Date and
signed by a duly authorized officer of Buyer, that each of the conditions set forth only in Section
7.03(a) and Section 7.03(b) have been satisfied (the `Buyer Closing Certificate").
ARTICLE VIII
NON -SURVIVAL
Section 8.01. Non -Survival. Subject to the limitations and other provisions of
this Agreement, except in the case of actual fraud, the representations and warranties contained
herein and in any certificate delivered pursuant hereto shall terminate and be of no further force
or effect at Closing (and no party shall have liability thereunder at or after the Closing). All
covenants and agreements of the parties contained herein shall survive the Closing indefinitely or
for the period explicitly specified therein.
ARTICLE IX
TERMINATION
Section 9.01. Termination. This Agreement may be terminated at any time
prior to the Closing:
(a) by the mutual written consent of the Sellers Representative and
Buyer;
(b) by Buyer by written notice to the Sellers Representative if Buyer is
not then in material breach of any provision of this Agreement and there has been a breach,
inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by
Sellers pursuant to this Agreement that would give rise to the failure of any of the conditions
specified in ARTICLE V11 and such breach, inaccuracy or failure is either incapable of being
cured or has not been cured by Sellers in all material respects within the earlier of (i) twenty (20)
days of Sellers Representative's receipt of written notice of such breach from Buyer and (ii) the
End Date;
(c) by Buyer by written notice to the Sellers Representative if the
Bankruptcy Court shall fail to enter the Sale Order on or before the [tenth (loth)] day following
Buyer's designation as the Successful Bidder for the Acquired Assets;
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(d) by the Sellers Representative by written notice to Buyer if Sellers
are not then in material breach of any provision of this Agreement and there has been a breach,
inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by
Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions
specified in ARTICLE VII and such breach, inaccuracy or failure is either incapable of being
cured or has not been cured in all material respects by Buyer within the earlier of (i) twenty (20)
days of Buyer's receipt of written notice of such breach from Sellers and (ii) the End Date;
(e) by Buyer or the Sellers Representative in the event that (i) there is
any Law that makes consummation of the transactions contemplated by this Agreement illegal or
otherwise prohibited or (ii) any Governmental Authority issues a Governmental Order
restraining or enjoining the transactions contemplated by this Agreement, and such
Governmental Order has become final and non -appealable;
(f) by the Sellers Representative or Buyer, upon notice to the other at
any time following November 8, 2018 (the "End Date") if the Closing shall not have occurred
on or before the End Date; provided, however, that the right to terminate this Agreement under
this Section 9.01(f) shall not be available to any party (i) who is in material breach of this
Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VII
or (ii) whose failure to fulfill any obligation (including failure to satisfy or be ready, willing and
able to satisfy any condition set forth in Section 7.02, if such notice is given by the Sellers
Representative, or Section 7.03, if such notice is given by Buyer) under this Agreement has been
the cause of, or resulted in, the failure of the Closing to be consummated by the End Date; or
(g) the Bankruptcy Court enters an Order that otherwise precludes the
consummation of the transactions set forth herein on the terms and conditions set forth in this
Agreement, subject to any limitations set forth in the Bidding Procedures Order.
Section 9.02. Effect of Termination.
(a) In the event of the termination of this Agreement as provided in
Section 9.01 hereof, this Agreement shall no longer remain in force and effect and thereafter
there shall be no liability or obligation on the part of any party hereto, except that (i) subject to
Section 9.02(b), no termination of this Agreement pursuant to Section 9.01 hereof shall relieve
any party of any liability for a breach of any provision of this Agreement or any Transaction
Document occurring on or before the effective time of such termination (including any breach
that resulted in termination) or for any Losses incurred by the other parties as a result of such
breach, and (iii) the provisions of Section 6.01, this Section 9.02, ARTICLE XI and any related
definitions set forth in elsewhere in this Agreement shall survive any such termination of this
Agreement, subject to any limitations set forth therein.
(b) Buyer understands and acknowledges that if this Agreement is
terminated by the Sellers Representative pursuant to Section 9.01(d), Sellers will suffer material
damages. The parties agree that such damages are difficult to quantify and thus Sellers' retention
of the Deposit is a reasonable approximation of such damages. Accordingly, if this Agreement is
terminated by the Sellers Representative pursuant to Section 9.01(d), Sellers shall be entitled to
retain the Deposit as liquidated damages and not as a penalty. Sellers receipt and retention of the
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Deposit shall be the sole and exclusive remedy against Buyer, in the event that Sellers
Representative terminates this Agreement pursuant to Section 9.01(d).
(c) The Parties acknowledge and agree that the agreements contained
in this Section 9.02 are an integral part of this Agreement and the transactions contemplated
hereby and are a material and necessary inducement to the Parties to enter into this Agreement
and to consummate the transactions contemplated hereby.
ARTICLE X
BANKRUPTCY COURT MATTERS AND RELATED COVENANTS AND
AGREEMENTS
Section 10.01. Sale Order. Subject to Buyer being designated as the Successful
Bidder, Sellers shall promptly use commercially reasonable efforts to obtain entry of the Sale
Order approving this Agreement, including furnishing affidavits or other documents or
information for filing with the Bankruptcy Court for the purposes of, among others, providing
necessary assurances of performance by Buyer under this Agreement and demonstrating that
Buyer is a "good faith" purchaser under Section 363(m) of the Bankruptcy Code and that the
Purchase Price was not controlled by an agreement in violation of Section 363(n) of the
Bankruptcy Code.Other Filings in the Bankruptcy Case. Sellers shall promptly provide Buyer
with the proposed final drafts of any and all motions, applications, pleadings, schedules,
statements, reports and other papers (including exhibits and supporting documentation) filed by
or on behalf of Sellers related to or that might have a material effect upon the Acquired Assets,
this Agreement or the consummation of the transactions contemplated hereby or any provision
herein or therein, so as to provide Buyer and its counsel with a reasonable opportunity to review
and comment on such motions, applications, pleadings, schedules, statements, reports and other
papers prior to filing with the Bankruptcy Court, and insomuch as is consistent with the Sellers'
fiduciary duties, consider such comments in good faith. Buyer may file a notice of appearance in
the Bankruptcy Cases and Sellers acknowledge and agree that Buyer shall have standing to
appear in connection with all proceedings regarding the sale of the Acquired Assets in the
Bankruptcy Case.
Section 10.03. Bankruptcy Process. Unless Buyer is in material breach of this
Agreement or this Agreement has been terminated, Sellers covenant and agree that if the Sale
Order is entered, the terms of any plan submitted by Sellers to the Bankruptcy Court for
confirmation or otherwise supported by Sellers shall not conflict with, supersede, abrogate,
nullify, modify or restrict the terms of this Agreement or the rights of Buyer hereunder, or in any
way prevent or interfere with the consummation or performance of the transactions contemplated
by this Agreement, including any transaction that is contemplated by or approved pursuant to the
Sale Order. If the Sale Order or any other Order of the Bankruptcy Court relating to this
Agreement shall be appealed or any petition for certiorari or motion for rehearing or re -argument
shall be filed with respect thereto, Sellers agree to take all action as may be commercially
reasonable and appropriate to defend against such appeal, petition or motion, and Buyer agrees to
cooperate in such efforts, and each party agrees to use its reasonable efforts to obtain an
expedited resolution of such appeal.
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ARTICLE XI
MISCELLANEOUS
Section 11.01. Expenses. Except as otherwise expressly provided herein, all
costs and expenses, including, without limitation, fees and disbursements of counsel, financial
advisors and accountants, incurred in connection with this Agreement and the transactions
contemplated hereby will be paid by the party incurring such costs and expenses, whether or not
the Closing occurs.
Section 11.02. Sellers Representative.
(a) Each Seller irrevocably appoints HHG as the representative, agent
and proxy for such Seller (the "Sellers Representative") for all purposes under this Agreement
and the Transaction Documents, including the full power and authority to act on such Seller's
behalf: (i) to consummate the transactions contemplated by the Transaction Documents; (ii) to
negotiate disputes arising under, or relating to, the Transaction Documents; (iii) to receive and
disburse to such Seller any funds received on behalf of Sellers under the Transaction Documents;
(iv) to withhold any amounts received on behalf of Sellers pursuant to the Transaction
Documents or otherwise to satisfy any and all obligations or liabilities incurred by Sellers or the
Sellers Representative in the performance of its duties hereunder or thereunder; (v) to execute
and deliver any amendment or waiver to this Agreement or the Transaction Documents (in each
case, without the prior approval of Sellers); and (vi) to take all other actions to be taken by or on
behalf of Sellers in connection with the Transaction Documents. Sellers further agree that such
agency and proxy are coupled with an interest, are therefore irrevocable without the consent of
the Sellers Representative and shall survive the bankruptcy, dissolution or liquidation of any
Seller. All decisions and actions by the Sellers Representative shall be binding upon all of the
Sellers, and no Seller shall have the right to object, dissent, protest, or otherwise contest the
same. The Sellers Representative shall have no duties or obligations hereunder, including any
fiduciary duties, except those set forth herein, and such duties and obligations shall be
determined solely by the express provisions of this Agreement. Notwithstanding the foregoing,
all Transaction Documents related to the Purchased Real Property shall be executed by HHG-RP.
(b) Each Seller severally, for itself only and not jointly, agrees to
indemnify and hold harmless the Sellers Representative and its Representatives against all
expenses (including reasonable attorneys' fees), judgments, fines and amounts incurred by such
Persons in connection with any action, suit or proceeding to which the Sellers Representative or
such other Person is made a party by reason of the fact that it is or was acting as, or at the
direction of, the Sellers Representative pursuant to the terms of this Agreement.
(c) Neither the Sellers Representative nor any of its Representatives
shall incur any liability to any Seller by virtue of the failure or refusal of such Persons for any
reason to consummate the transactions contemplated hereby or relating to the performance of
their duties hereunder, except for actions or omissions constituting intentional and knowing
fraud. The Sellers Representative and its Representatives shall have no liability in respect of any
action, claim or proceeding brought against such Persons by any Seller, regardless of the legal
theory under which such liability or obligation may be sought to be imposed, whether sounding
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in contract or tort, or whether at law or in equity, or otherwise, if such Persons took or omitted
taking any action in good faith.
(d) In the event that the Sellers Representative becomes unable or
unwilling to continue in its capacity as the Sellers Representative, or if the Sellers Representative
resigns as the Sellers Representative, a majority -in -number of the Sellers may, by written
consent, appoint a new representative as the Sellers Representative. Notice and a copy of the
written consent appointing such new representative and bearing the signatures of a majority -in -
number of the Sellers must be delivered to Buyer and each Seller. Such appointment will be
effective upon the later of the date indicated in the consent or the date such consent is received
by Buyer.
(e) Buyer shall be entitled to rely upon any action or decision of, or
instruction by, or any document or other paper delivered by, the Sellers Representative on behalf
of the Sellers (without any obligation to inquire into the authority of the Sellers Representative or
the genuineness or correctness of such document or other paper or any signature of the Sellers
Representative), and Buyer shall not be liable to any Seller for any action taken or omitted to be
taken by Buyer in such reliance or with respect to actions, decisions and determinations of the
Sellers Representative.
Section 11.03. Notices. All notices, requests, consents, claims, demands, waivers
and other communications hereunder will be in writing and deemed to have been given (a) when
delivered by hand (with written confirmation of receipt); (b) when received by the addressee if
sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by
facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal
business hours of the recipient, and on the next Business Day if sent after normal business hours
of the recipient or (d) on the third (3rd) day after the date mailed, by certified or registered mail,
return receipt requested, postage prepaid. Such communications must be sent to the respective
parties at the following addresses (or at such other address for a parry as may be specified in a
notice given in accordance with this Section 11.03):
If to Sellers: c/o HH Global II B.V.
1925 Eastchester Dr.
High Point, NC 27265
E-mail: [e-mail] and
[e-mail]
Attention: Robert Albergotti
with copies (that will Young Conaway Stargatt & Taylor, LLP
not constitute notice) to: Rodney Square
1000 N. King Street
Wilmington, Delaware 19801
E-mail: [e-mail]
Attention: Craig D. Grear
If to Buyer: Hamilton Square, LLC
101 S. Hamilton Street
27

Case 18-11736-KG Doc 393-1 Filed 10/23/18
Page 33 of 68
High Point, North Carolina 27260
Attention: Mr. Anderson Shih
Email: [e-mail]
with copies (that will Shumaker, Loop & Kendrick, LLP
not constitute notice) 101 South Tryon Street, Suite 2200
to: Charlotte, North Carolina 28280
Attention: Mr. David Conaway
Email: [e-mail]
Shumaker, Loop & Kendrick, LLP
101 South Tryon Street, Suite 2200
Charlotte, North Carolina 28280
Attention: Ms. Julia May
Email: [e-mail]
Section 11.04. Interpretation. For purposes of this Agreement, (a) the words
"include," "includes" and "including" will be deemed to be followed by the words "without
limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby,"
"hereto" and "hereunder" refer to this Agreement as a whole. Unless the context otherwise
requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the
Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement;
(y) to an agreement, instrument or other document means such agreement, instrument or other
document as amended, supplemented and modified from time to time to the extent permitted by
the provisions thereof and (z) to a statute means such statute as amended from time to time and
includes any successor legislation thereto and any regulations promulgated thereunder. This
Agreement will be construed without regard to any presumption or rule requiring construction or
interpretation against the party drafting an instrument or causing any instrument to be drafted.
The Disclosure Schedules and Exhibits referred to herein will be construed with, and as an
integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
Section 11.05. Disclosure Schedules. Each representation, warranty and
covenant set forth herein shall have independent significance. Any item or matter required to be
disclosed on a particular section of the Disclosure Schedules pursuant to this Agreement shall be
deemed to have been disclosed if information for such item or matter complying with such
disclosure requirements is set forth on another section of the Disclosure Schedules, to the extent
reasonably apparent that such information applies to such particular section of the Disclosure
Schedules.
Section 11.06. Headings. The headings in this Agreement are for reference only
and will not affect the interpretation of this Agreement.
Section 11.07. Severability. If any term or provision of this Agreement is
invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
will not affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction. Upon such determination that
28

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 34 of 68
any term or other provision is invalid, illegal or unenforceable, the parties hereto will negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in a mutually acceptable manner in order that the transactions contemplated hereby
be consummated as originally contemplated to the greatest extent possible.
Section 11.08. Entire Agreement. This Agreement and the other Transaction
Documents constitute the sole and entire agreement of the parties to this Agreement with respect
to the subject matter contained herein and therein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter. In the
event of any inconsistency between the statements in the body of this Agreement and those in the
other Transaction Documents (other than any deed), the Exhibits and Disclosure Schedules
(other than an exception expressly set forth as such in the Disclosure Schedules), the statements
in the body of this Agreement will control.
Section 11.09. Successors and Assigns. This Agreement will be binding upon
and will inure to the benefit of the parties hereto and their respective successors and permitted
assigns. Neither party may assign its rights or obligations hereunder without the prior written
consent of the other party; provided, that notwithstanding the foregoing, the Buyer may assign
their respective rights or obligations hereunder to one or more successors or assignees of the
other businesses conducted by Buyer and its Affiliates.
Section 11.10. No Third -Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their respective successors and permitted assigns and nothing
herein, express or implied, is intended to or will confer upon any other Person or entity any legal
or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
Section 11.11. Amendment and Modification; Waiver. This Agreement may
only be amended, modified or supplemented by an agreement in writing signed by each party
hereto. No waiver by any party of any of the provisions hereof will be effective unless explicitly
set forth in writing and signed by the party so waiving. No waiver by any party will operate or
be construed as a waiver in respect of any failure, breach or default not expressly identified by
such written waiver, whether of a similar or different character, and whether occurring before or
after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or
privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will
any single or partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Section 11.12. Governing Law; Submission to Jurisdiction; Waiver of Jury
Trial.
(a) This Agreement will be governed by and construed in accordance
with the internal laws of the State of Delaware without giving effect to any choice or conflict of
law provision or rule (whether of the State of Delaware or any other jurisdiction).
(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION
29

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 35 of 68
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
SHALL BE INSTITUTED IN THE BANKRUPTCY COURT AND, TO THE EXTENT THE
BANKRUPTCY COURT DOES NOT HAVE OR DOES NOT ACCEPT JURISDICTION TO
ADJUDICATE SUCH MATTER MAY BE INSTITUTED IN THE FEDERAL COURTS OF
THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE
IN EACH CASE LOCATED IN NEW CASTLE COUNTY, STATE OF DELAWARE. EACH
PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF EACH
SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF
PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY'S
ADDRESS SET FORTH HEREIN WILL BE EFFECTIVE SERVICE OF PROCESS FOR ANY
SUIT, ACTION, OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE
PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO
THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH
COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN
ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR THE OTHER
TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT
CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT
OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF
THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D)
SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 11.12(c).
Section 11.13. Counterparts. This Agreement may be executed in counterparts,
each of which will be deemed an original, but all of which together will be deemed to be one and
the same agreement. A signed copy of this Agreement or any Transaction Document delivered
by facsimile, e-mail or other means of electronic transmission will be deemed to have the same
legal effect as delivery of an original signed copy of this Agreement or any Transaction
Document.
[SIGNATURE PAGE FOLLOWS]
30

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 36 of 68
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly authorized.
HAMILTON SQUARE, LLC,
a North Carolina limited liability company
By: "µ
Name:
Title:
[Signature Page to Asset Purchase Agreement]

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 37 of 68
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly authorized.
SELLERS
HERITAGE HOME GROUP LLC,
a Delaware limited liability company
By:
Na' e: Robert Albergotti
Title: Chief Restructuring Officer
HHG REAL PROPERTY LLC,
a Delaware limited li bility company
By:
ame: Robert Albergotti
Title: Chief Restructuring Officer
[Signature Page to Asset Purchase Agreement]

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 38 of 68
Exhibit A
BILL OF SALE
This BILL OF SALE (this "Bill of Sale") is executed and delivered as of
, 2018, by HERITAGE HOME GROUP LLC, a Delaware limited
liability company ("HHG"), and HHG REAL PROPERTY LLC, a Delaware limited liability
company ("HHG-RP" and together with HHG, collectively, the "Sellers") to HAMILTON
SQUARE, LLC, a North Carolina limited liability company (`Buyer").
WHEREAS, on the terms and subject to the conditions of the Asset Purchase Agreement,
dated as of October _, 2018, among Sellers and Buyer (as modified, amended, or supplemented,
the "Asset Purchase Agreement"), and Sections 105, 363, and 365 of the Bankruptcy Code,
Sellers agreed to, on the Closing Date, sell, convey, transfer, assign, and deliver to Buyer the
Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances.
NOW, THEREFORE, for the consideration set forth in the Asset Purchase Agreement
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged:
1. Defined Terms. All initially capitalized terms used but not defined herein
have the meaning ascribed to such terms in the Asset Purchase Agreement.
2. Transfer of Acquired Assets. On the terms and subject to the conditions
set forth in the Asset Purchase Agreement, Sellers hereby sell, convey, transfer, assign, and
deliver to Buyer, and Buyer's successors and assigns, all of the right, title, and interest of Sellers
in and to the Acquired Assets owned by Sellers free and clear of all Encumbrances other than the
Permitted Encumbrances. No provision of this Bill of Sale shall in any way amend any of the
express provisions (including the warranties, covenants, agreements, conditions, representations
and obligations and indemnifications, and the limitations related thereto, of Sellers or Buyer) set
forth in the Asset Purchase Agreement, this Bill of Sale being intended solely to effect the
transfer of the Acquired Assets. In the event of a conflict between the terms of this Bill of Sale
and the terms of the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall
prevail and govern.
3. Further Assurances. If Buyer shall consider or be advised that any deeds,
bills of sale, instruments of conveyance, assignments, assurances, or any other actions or things
are necessary or desirable to vest, perfect, or confirm ownership (of record or otherwise) in
Buyer, Buyer's right, title, or interest in, to, or under any or all of the Acquired Assets transferred
and conveyed by Sellers hereunder, Sellers shall execute and deliver all deeds, bills of sale,
instruments of conveyance, powers of attorney, assignments, and assurances and take and do all
such other actions and things as may be reasonably requested by Buyer in order to vest, perfect,
or confirm any and all right, title, and interest in, to, and under such rights, properties, or assets
in Buyer, in each case at Buyer's cost and expense.

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 39 of 68
4. Binding on Successors; No Third Party Beneficiaries. This Bill of Sale
shall be binding upon and inure to the benefit of the parties hereto and the successors in interest
and permitted assigns of such parties. This Bill of Sale is not intended to confer any rights or
remedies upon any Person other than the parties hereto.
5. Counterparts. This Bill of Sale may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute
one and the same instrument. A manual signature on this Bill of Sale or other documents to be
delivered pursuant to this Bill of Sale, an image of which shall have been transmitted
electronically, will constitute an original signature for all purposes. The delivery of copies of
this Bill of Sale or other documents to be delivered pursuant to this Bill of Sale, including
executed signature pages where required, by electronic transmission will constitute effective
delivery of this Bill of Sale or such other document for all purposes
6. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
(a) This Bill of Sale will be governed by and construed in accordance
with the internal laws of the State of Delaware without giving effect to any choice or conflict of
law provision or rule (whether of the State of Delaware or any other jurisdiction).
(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR BASED UPON THIS BILL OF SALE, OR THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE INSTITUTED IN THE BANKRUPTCY COURT
AND, TO THE EXTENT THE BANKRUPTCY COURT DOES NOT HAVE OR DOES NOT
ACCEPT JURISDICTION TO ADJUDICATE SUCH MATTER MAY BE INSTITUTED IN
THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF
THE STATE OF DELAWARE IN EACH CASE LOCATED IN NEW CASTLE COUNTY,
STATE OF DELAWARE. EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF EACH SUCH COURTS IN ANY SUCH SUIT, ACTION OR
PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT
BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN WILL BE EFFECTIVE
SERVICE OF PROCESS FOR ANY SUIT, ACTION, OR OTHER PROCEEDING BROUGHT
IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR.
ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT
TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY THAT MAY ARISE UNDER THIS BILL OF SALE IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH
PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF
OR RELATING TO THIS BILL OF SALE OR THE TRANSACTIONS CONTEMPLATED
HEREBY. EACH PARTY TO THIS BILL OF SALE CERTIFIES AND ACKNOWLEDGES
THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 40 of 68
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO
ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH
PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS BILL OF SALE BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(c).
7. Entire Agreement. This Bill of Sale contains the final and entire
agreement among the parties with respect to the subject matter hereof and is intended to be an
integration of all prior negotiations and understandings. No change, amendment, or modification
to this Bill of Sale shall be valid unless the same is in writing and signed by the parties to this
Bill of Sale.
[Signature Page Follows]

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 41 of 68
IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale as of the day
and year first above written.
SELLERS:
HERITAGE HOME GROUP LLC
By:
Name: Robert Albergotti
Title: Chief Restructuring Officer
HHG REAL PROPERTY LLC
By:
Name: Robert Albergotti
Title: Chief Restructuring Officer
[SIGNATURE PAGE TO BILL OF SALE]

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 42 of 68
Exhibit B
Allocation
The purchase price shall be allocated to the Acquired Assets as follows:
(a) $4,000,000 of the Purchase Price shall be allocated to the Purchased Real Property (with each
tax parcel of the Purchased Real Property being allocated its tax value (2738871015: $155,200;
2738863436: $38,200; 2738974890: $2,093,600 ($343,600 land value; $1,750,000 building
value); and 2738967731: $1,713,000 ($277,900 land value; $1,435,100 building value)); and
(b) $750,000 of the Purchase Price shall be allocated to the remaining Acquired Assets.

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 43 of 68
DISCLOSURE SCHEDULES
TO THE
ASSET PURCHASE AGREEMENT
BY AND AMONG
HERITAGE HOME GROUP, LLC,
AND
HHG REAL PROPERTY LLC
AND
HAMILTON SQUARE, LLC
DATED AS OF OCTOBER 18, 2018

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 44 of 68
DISCLAIMER
These Disclosure Schedules (these "Disclosure Schedule") have been prepared and
delivered by the Sellers (as defined herein) in connection with the Asset Purchase Agreement, dated as of
October 18, 2018 (the "Agreement"), by and among HERITAGE HOME GROUP, LLC, a Delaware
limited liability company ("HHG"), HHG REAL PROPERTY LLC, a Delaware limited liability company
("HHG-RP" and together with HHG, collectively, the "Sellers") and HAMILTON SQUARE, LLC, a
North Carolina limited liability company (`Buyer").
Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Agreement. Section 11.04 of the Agreement shall apply to the
interpretation of these Disclosure Schedules, mutatis mutandis.
These Disclosure Schedules are provided confidentially and are subject to the terms and
conditions of the Agreement. The information provided in these Disclosure Schedules is being provided
solely for the purpose of making disclosures to Buyer under the Agreement. Any item or matter required
to be disclosed on a particular section of these Disclosure Schedules pursuant to the Agreement shall be
deemed to have been disclosed if information for such item or matter complying with such disclosure
requirements is set forth on another section of these Disclosure Schedules, to the extent reasonably
apparent that such information applies to such particular section of these Disclosure Schedules.
The inclusion of any matter, information or item in these Disclosure Schedules shall not
be deemed to constitute an admission of any liability by the Sellers to Buyer or any third party or
otherwise imply, that any such matter, information or item is material or creates a measure for materiality
or any other similar term or concept for the purposes of the Agreement or that any such matter,
information or item did not arise in the ordinary course of business.
All references in these Disclosure Schedules to the enforceability of Contracts with third
parties, the existence or non-existence of third -party rights, the absence of breaches or defaults, or similar
matters or statements, are intended only to allocate rights and risks between Buyer, on the one hand, and
the Sellers, on the other hand, and are not intended to be admissions against interests, give rise to any
inference or proof of accuracy, be admissible against any party to the Agreement by any Person who is
not a party to the Agreement, or give rise to any claim or benefit to any Person who is not a party to the
Agreement.
Matters reflected in these Disclosure Schedules are not necessarily limited to matters
required by the Agreement to be reflected in these Disclosure Schedules. Such additional matters are set
forth for informational purposes and do not necessarily include other matters of a similar nature. In
addition, the disclosure of any matter in these Disclosure Schedules is not to be deemed an admission that
such matter actually constitutes noncompliance with, or a violation of applicable Law, Contract or other
topic to which such disclosure is applicable. In no event shall the disclosure of matters disclosed in these
Disclosure Schedules be deemed or interpreted to broaden any of the Sellers's representations and
warranties, obligations, covenants, conditions or agreements contained in the Agreement.
In disclosing this information, the Sellers expressly do not waive, and expressly reserve
any rights under, any attorney -client privilege associated with such matter, information or item, or any
protection afforded by the work -product doctrine with respect to any of the matters, information or items
disclosed herein.
The headings contained in these Disclosure Schedules are intended solely for
convenience of reference and shall not affect the rights of the parties to the Agreement nor be deemed to

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 45 of 68
modify or influence the interpretation of the information contained in these Disclosure Schedules or the
Agreement.

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 46 of 68
Section 2.01(a) of the Disclosure Schedules —Purchased Real Property
The following real property located in Caldwell County, North Carolina (with graphical
depiction on next page):
NCPIN: 2738871015
Parcel -id: 06170 1 1
NCPIN: 2738863436
Parcel -id: 06169 1 11
NCPIN: 2738974890
Parcel -id: 06170 12
NCPIN: 2738967731
Parcel -id: 06170 13

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 47 of 68
Graphical Depiction of Purchased Real Property

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 48 of 68
Section 2.01(b) of the Disclosure Schedules —Purchased Tangible Personal Property
All tangible personal property listed on the attached spreadsheets and any other
machinery and equipment owned by any of the Sellers (or any of their Subsidiaries) together
with any software identified in this Section 2.01(b) that is transferrable with the foregoing which
is located at any Purchased Real Property. For purposes of clarity, the Buyer will not assume
any equipment leases.
[see attached]

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 49 of 68
008482
FURNITURE RACKS
12/01/13
7960.72
7,960.72 Broyhill
Racking
9001
Watson -Imp Logistics
005464
Stackable Racks
12/O1/13
4:349.68
4,349.68 Broyhill
Racking
9023
Watson -Imp Logistics
005459
500 FURNITURE RACKS
12/01/13
3,301.47
3,301.47 Broyhill
Racking
9023
Watson -Imp Logistics
005458
500 RACKS TO STORE CHAIRS
12/O1/13
2,944.15
2,944.15 Broyhill
Racking
9023
Watson -Imp Logistics
005473
NISSAN ELECTRIC FORKLIFTS
12/O1/13
2,442.26
2,442.26 Broyhill
Rolling Stock
9023
Watson -Imp Logistics
005463
EGA STACKING RACKS
12/O1/13
2,368.70
2,368.70 Broyhill
Racking
9023
Watson -Imp Logistics
005465
Stackable Racks
12/01/13
2,174.84
2,174.84 Broyhill
Racking
9023
Watson -Imp Logistics
005466
Racks
12/O1/13
2,174.94
2,174.94 Broyhill
Racking
9023
Watson -Imp Logistics
005467
Racks
12/01/13
2,174.94
2,174.94 Broyhill
Racking
9023
Watson -Imp Logistics
005462
PORTABLE STACKING RACKS
12/O1/13
1,894.96
1,894.96 Broyhill
Racking
9023
Watson -Imp Logistics
005456
RACKS TO MAKE TRANSITION FROM
12/O1/13
1,766.49
1,766.49 Broyhill
Racking
9023
Watson -Imp Logistics
005457
MATERIALS USEDTO REVERT TO WO
12/O1/13
1,766.49
1,766.49 Broyhill
Support Equipment
9023
Watson -Imp Logistics
005450
200 STACKING RACKS
12/O1/13
1,298.77
1,298.77 Broyhill
Racking
9023
Watson -Imp Logistics
005454
100 JARKE AIRECTOR STACK RACKS
12/O1/13
1,265.18
1,265.18 Broyhill
Racking
9023
Watson -Imp Logistics
004958
2003 ACCT. 152 MISC. ADDITIONS
12/O1/13
35.63
35.63 Broyhill
Computer Equipment
8195
Cmplx-CtrWh/Pcmaker
004959
FIBER BACKBONE FOR IDF
12/01/13
109.84
109.84 Broyhill
Computer Equipment
8195
Cmplx-CtrWh/Pcmaker
004960
INSTALL CAT -SE DATA CONNECTIVI
12/01/13
159.00
159.00 Broyhill
Computer Equipment
8195
Cmplx-CtrWh/Pcmaker
004961
UPGRADE LONG RANGE SCANNERS
12/O1/13
438.73
438.73 Broyhill
Computer Equipment
8195
Cmplx-CtrWh/Pcmaker
004962
2004 ACCT. 152 MISC. ADDITIONS
12/01/13
34.42
34.42 Broyhill
Computer Equipment
8195
Cmplx-CtrWh/Pcmaker
004963
2004 ACCT. 152 MISC. ADDITIONS
12/O1/13
82.86
82.86 Broyhill
Computer Equipment
8195
Cmplx-CtrWh/Pcmaker
004964
BARCODE SYSTEM
12/01/13
3,376.51
3,376.51 Broyhill
Computer Equipment
8195
Cmplx-CtrWh/Pcmaker
004965
1999 MISC ADDITIONS
12/O1/13
2.71
2.71 Broyhill
Furniture & Fixtures
8195
Cmplx-CtrWh/Pcmaker
004966
2000 ACCT. 151 MISC. ADDITIONS
12/O1/13
26.40
26.40 Broyhill
Furniture & Fixtures
8195
Cmplx-CtrWh/Pcmaker
004967
2000 ACCT. 151 MISC. ADDITIONS
12/O1/13
8.13
8.13 Broyhill
Furniture & Fixtures
8195
Cmplx-CtrWh/Pcmaker
004968
CARD ACCESS AT TURNSTILE
12/01/13
102.01
102.01 Broyhill
Furniture & Fixtures
8195
Cmplx-CtrWh/Pcmaker
004969
2001 ACCT. 151 MISC. ADDITIONS
12/O1/13
48.62
48.62 Broyhill
Furniture & Fixtures
8195
Cmplx-CtrWh/Pcmaker
004970
2002 ACCT. 151 MISC. ADDITIONS
12/O1/13
66.20
66.20 Broyhill
Furniture & Fixtures
8195
Cmplx-CtrWh/Pcmaker
004971
2002 ACCT. 151 MISC. ADDITIONS
12/01/13
32.39
32.39 Broyhill
Furniture & Fixtures
8195
Cmplx-CtrWh/Pcmaker
004972
2003 ACCT. 151 MISC. ADDITIONS
12/O1/13
25.58
25.58 Broyhill
Furniture & Fixtures
8195
Cmplx-CtrWh/Pcmaker
004973
2003 ACCT. 151 MISC. ADDITIONS
12/01/13
12.78
12.78 Broyhill
Furniture & Fixtures
8195
Cmplx-CtrWh/Pcmaker
004974
2004 ACCT. 151 MISC. ADDITIONS
12/01/13
72.32
72.32 Broyhill
Furniture & Fixtures
8195
Cmplx-CtrWh/Pcmaker
004975
Muratec Copy/Fax Machine
12/01/13
122.49
122.49 Broyhill
Furniture & Fixtures
8195
Cmplx-CtrWh/Pcmaker
005455
INSTALL AIR COMPRESSOR, TELESC
12/01/13
1,254.02
1,254.02 Broyhill
Support Equipment
9023
Watson -Imp Logistics
005476
4 EXIDE FORKLIFT BATTERIES
12/O1/13
1,185.85
1,185.85 Broyhill
Rolling Stock
9023
Watson -Imp Logistics
005112
(12) IR Heaters
12/01/13
848.00
848.00 Broyhill
Support Equipment
9001
Visionary -Lenoir Chair
005445
500 STACKING RACKS
12/O1/13
715.93
715.93 Broyhill
Racking
9023
Watson -Imp Logistics
005110
MAKE-UP UNIT RELOCATED FOR RUT
12/01/13
451.76
451.76 Broyhill
Support Equipment
9001
Visionary -Lenoir Chair
005111
Power Wiring for Compactor
12/01/13
448.35
448.35 Broyhill
Support Equipment
9001
Visionary -Lenoir Chair
005101
3 DOCK LEVELERS
12/O1/13
417.43
417.43 Broyhill
Support Equipment
9001
Visionary -Lenoir Chair
005674
ACCESS PLATFORMS & CLEAN OUT D
12/O1/13
287.49
287.49 Broyhill
Support Equipment
9099
Visionary -Lenoir Chair
005108
QUINCY#F325-80 ASME AIR COMP
12/O1/13
249.06
249.06 Broyhill
Support Equipment
9001
Visionary -Lenoir Chair
005105
FIRE ALARM SYSTEM M#1517
12/01/13
208.39
208.39 Broyhill
Support Equipment
9001
Visionary -Lenoir Chair
005677
PROPANE GENERATOR IOKW5883
12/O1/13
188.42
188.42 Broyhill
Support Equipment
9099
Visionary -Lenoir Chair
005460
WATER COOLER
12/01/13
173.54
173.54 Broyhill
Support Equipment
9023
Watson -Imp Logistics
005102
TRASH BOX 40 CU YD
12/01/13
169.77
169.77 Broyhill
Support Equipment
9001
Visionary -Lenoir Chair
005107
FIRE ALARM SYSTEM M#1517
12/O1/13
128.49
128.49 Broyhill
Support Equipment
9001
Visionary -Lenoir Chair
005104
FIRE ALARM SYSTEM M#1462
12/O1/13
56.27
56.27 Broyhill
Support Equipment
9001
Visionary -Lenoir Chair
005106
FIRE ALARM SYSTEM M#1517
12/O1/13
44.93
44.93 Broyhill
Support Equipment
9001
Visionary -Lenoir Chair
009217
CONVEYOR WHEEL KNIFE CUTTER &
12/01/13
8,551.07
8,551.07 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009218
CONVEYOR WHEEL KNIFE CUTTER&
12/O1/13
8,551.07
8,551.07 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009200
CONVEYORIZED WHEEL/KNIFE CUTTE
12/01/13
6,897.95
6,897.95 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 50 of 68
009307
PLANT RENOVATION
12/01/13
6,011.61
6,011.61 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009267
FABRICATE SLATBED CONVEYORS, T
12/01/13
4,875.35
4,875.35 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009303
52' SHRINK WRAP OVEN
12/O1/13
3,985.75
3,985.75 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009376
PLYWOOD GRINDER & DOUBLE TRUCK
12/O1/13
3,943.68
3,943.68 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009243
QUINCY STAGE SCREW COMPRESSOR,
12/01/13
2,788.01
2,788.01 Broyhill
Compressed Air
10700
Cmplx-CtrWh/Pcmaker
009342
Stackable Racks
12/O1/13
2,254.51
2,254.51 Broyhill
Racking
10700
Cmplx-CtrWh/Pcmaker
009176
SULLAIR AC SIN 003-100232
12/01/13
1,865.92
1,865.92 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009331
Install conveyors from 68
12/01/13
1,724.88
1,724.88 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009153
SULLAIR COMPRESSOR SN:003-8528
12/O1/13
1,409.80
1,409.80 Broyhill
Compressed Air
10700
Cmplx-CtrWh/Pcmaker
009294
FOAM BUGGIES
12/O1/13
1,129.85
1,129.85 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009343
Stackable Racks
12/O1/13
1,035.65
1,035.65 Broyhill
Racking
10700
Cmplx-CtrWh/Pcmaker
009328
FRAME DEPT-MATERIALS & LABOR F
12/01/13
892.32
892.32 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009350
Electrical Wiring
12/O1/13
751.44
751.44 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009304
60 CUSHION CARTS
12/01/13
739.12
739.12 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009302
75 CARTS FOR USE WITH HICKORY
12/O1/13
716.63
716.63 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009296
BUILD 100 CARTSTO MOVE FOAM
12/O1/13
704.05
704.05 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
005013
CAMERAS AND CARDACCESS
12/O1/13
290.05
290.05 Broyhill
Office Equipment
8195
Cmplx-CtrWh/Pcmaker
005691
Slat Bed Conveyor
12/O1/13
666.83
666.83 Broyhill
Support Equipment
9305
Cmplx-CtrWh/Pcmaker
009348
Repipe Gas Heaters
12/01/13
661.32
661.32 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009265
FABRICATE PLATFORMS, STEPS, AN
12/O1/13
649.98
649.98 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009330
MATERIALS & LABORTO MOVE FIBE
12/O1/13
624.80
624.80 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009338
Upholstery Tables
12/O1/13
605.96
605.96 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009337
Extend Slatbed Conveyor
12/O1/13
565.20
565.20 Broyhill
Conveyors
10700
Cmplx-CtrWh/Pcmaker
009156
CONVEYOR TO SHRINK WRAP OVEN
12/01/13
522.49
522.49 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009154
4 CUTTING TABLES 60
12/01/13
516.50
516.50 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009140
ZEKS 800THERM
12/O1/13
447.44
447.44 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009309
60 Fr. STATIC TABLE FROM PLANT
12/O1/13
422.88
422.88 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009339
41 Fabric Racks
12/O1/13
388.58
388.58 Broyhill
Racking
10700
Cmplx-CtrWh/Pcmaker
009183
ZEKS HEATSINK REFRIG AIR DRYER
12/01/13
387.79
387.79 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009308
CARTS FOR CUSHION FOAM
12/O1/13
377.52
377.52 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009141
AIR DRYER HSBA
12/O1/13
333.90
333.90 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009277
PLASTIC FIBERGLASS CONTAINERS
12/O1/13
284.88
284.88 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009365
Process Piping
12/01/13
268.76
268.76 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009375
CONCRETE PAD FOR WOOD GRINDER
12/O1/13
265.53
265.53 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009364
Compressed Air Lines
12/01/13
256.85
256.85 Broyhill
Compressed Air
10700
Cmplx-CtrWh/Pcmaker
009258
60 FABRIC TUB WAGONS
12/O1/13
255.34
255.34 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
005069
OVERHEAD SCREW CONVEYOR
12/01/13
251.36
251.36 Broyhill
Support Equipment 8196
840 Complex
Place, Lenoir, INC
009189
HIGH SPEED SWITCH SN MHOXCO710
12/01/13
239.97
239.97 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009355
Misc. Electrical
12/O1/13
232.63
232.63 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009358
Electrical Wiring for Fan
12/01/13
227.32
227.32 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009198
REFRIGERATOR, AIR DRYER, SAFET
12/O1/13
212.62
212.62 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009305
20 FABRICATED 4X3 BUGGIES FOR
12/O1/13
211.98
211.98 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009313
CUSHION BUGGIES FOR PILLOWS
12/01/13
211.98
211.98 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009312
CUSHION BUGGIES FOR CARPENTER
12/O1/13
207.03
207.03 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009316
CUSHION BUGGIES FOR HICKORY SP
12/O1/13
207.03
207.03 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009347
Install/Wire Personal Heaters
12/01/13
185.01
185.01 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009300
DTM CONVERSION KIT FOR WISE BL
12/O1/13
180.20
180.20 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009242
LABOR & MATL. TO SCREW QUINCY
12/O1/13
171.54
171.54 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009346
Wired Heat Tapes/Heaters
12/O1/13
170.11
170.11 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009354
Warehouse Tunnel Lights
12/O1/13
155.62
155.62 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009353
Exterior Lighting-LotE
12/O1/13
150.98
150.98 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 51 of 68
009349
Lean Cell Painting
12/O1/13
146.19
146.19 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
00,9259
3 BARRELS AND CONVERTERS AND 3
12/O1/13
136.75
136.75 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009256
FABRICTUB WAGONS
12/01/13
127.67
127.67 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009257
30 FABRICTUB WAGONS
12/O1/13
127.67
127.67 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009319
10 CUSHION BUGGIES
12/O1/13
124.19
124.19 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009363
Tapered Rollers
12/01/13
118.32
118.32 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009298
PART OF ASSET#31500315
12/O1/13
116.03
116.03 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
005007
(2) 18X21 CARPORTS
12/01/13
62.09
62.09 Broyhill
Sup
port pport Equipment 8195
840 Complex Place, Lenoir, NC
009372
(2) HYDRAULIC UNITS FOR DOCK
12/O1/13
56.82
56.82 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009263
FABRICATE PLATFORMS, STEPS, AN
12/O1/13
49.13
49.13 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
005009
Portable stack racks
12/O1/13
7,428.87
7,428.87 Broyhill
Racking
8195
Cmplx-CtrWh/Pcmaker
004992
700 STACKING RACKS
12/O1/13
4,459.05
4,459.05 Broyhill
Racking
8195
Cmplx-CtrWh/Pcmaker
005060
10 MOBIL RADIOSAND FM BASE ST
12/01/13
510.19
510.19 Broyhill
Furniture &. Fixtures
8196
Cmplx-CtrWh/Pcmaker
005034
92 KENTUCKY TRAILERS(5)
12/01/13
3,964.93
3,964.93 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005035
591 FRUEHAUF TLRS SN 1H2V048
12/O1/13
2,760.37
2,760.37 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005028
3 STRUGHTON TRAILERS
12/01/13
2,451.94
2,451.94 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005044
(4)'86 GREAT DANE TRAILERS;
12/O1/13
2,450.26
2,450.26 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
004989
300 STACKING RACKS
12/01/13
1,981.62
1,981.62 Broyhill
Racking
8195
Cmplx-CtrWh/Pcmaker
005029
2 STROUGHTON TRAILERS
12/O1/13
1,634.63
1,634.63 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
004988
250 STACKING RACKS
12/O1/13
1,619.28
1,619.28 Broyhill
Racking
8195
Cmplx-CtrWh/Pcmaker
004981
200 POSTS FOR UPH RACKS
12/01/13
1,561.47
1,561.47 Broyhill
Racking
8195
Cmplx-CtrWh/Pcmaker
005027
USED 1981 FRUEHAUF TRAILER
12/O1/13
1,378.00
1,378.00 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
004980
UPHOLSTERY RACKS
12/O1/13
1,296.63
1,296.63 Broyhill
Racking
8195
Cmplx-CtrWh/Pcmaker
005003
FABRICATE & INSTALL STORAGE RA
12/O1/13
1,219.25
1,219.25 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005041
2- 1993 GREAT DANE TRAILERS
12/O1/13
1,044.10
1,044.10 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005061
CHIP CONVEYOR UNLOAD W 45 FT V
12/O1/13
970.10
970.10 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
005072
UNDERGROUND PIPING TO GAS PUMP
12/O1/13
922.40
922.40 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
004995
150AIRECTOR STACKING RACKS
12/O1/13
840.53
840.53 Broyhill
Racking
8195
Cmplx-CtrWh/Pcmaker
005078
2005 ACCF 156 MISC ADDITIONS
12/O1/13
102.08
102.08 Broyhill
Office Equipment
8196
Cmplx-CtrWh/Pcmaker
004996
OIL\WATER SEPARATOR NHT1000
12/01/13
787.44
787.44 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005692
421N SLAT BED SHIP DEPT
12/O1/13
771.12
771.12 Broyhill
Support Equipment
9305
Collage -Corp (LFC)
004983
EGAPRO POSTS FOR UPH RACKS
12/O1/13
739.78
739.78 Broyhill
Racking
8195
Cmplx-CtrWh/Pcmaker
005051
1987 FRUEHAUFTRAILER 16808
12/O1/13
609.50
609.50 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005040
(3) GD TRAILERS 2'881'92
12/O1/13
577.90
577.90 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005074
MATERIALS TO MAKE CHANGES FOR
12/01/13
489.70
489.70 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
005068
PIPE UP FUEL TANKS
12/O1/13
456.75
456.75 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
004982
INSTALL UPH RACKS
12/01/13
383.46
383.46 Broyhill
Racking
8195
Cmplx-CtrWh/Pcmaker
005089
BARCODE SYSTEM
12/O1/13
1,224.08
1,224.08 Broyhill
Computer Equipment
9001
Visionary -Lenoir Chair
005090
FINISHED GOODS BARCODE SYSTEM
12/O1/13
2,523.34
2,523.34 Broyhill
Computer Equipment
9001
Visionary -Lenoir Chair
005091
BECKOFF(REPL.) COMPUTER FOR FL
12/01/13
247.81
247.81 Broyhill
Computer Equipment
9001
Visionary -Lenoir Chair
005092
Dell Latitude Laptop
12/O1/13
108.62
108.62 Broyhill
Computer Equipment
9001
Visionary -Lenoir Chair
005093
Dell Latitude E6400 Laptop
12/01/13
86.42
86.42 Broyhill
Computer Equipment
9001
Visionary -Lenoir Chair
005094
Dell Latitude E6400 Laptop
12/O1/13
102.53
102.53 Broyhill
Computer Equipment
9001
Visionary -Lenoir Chair
005095
Dell Latitude E6400 Laptop
12/O1/13
118.08
118.08 Broyhill
Computer Equipment
9001
Visionary -Lenoir Chair
005096
Catalyst 35604810/100
12/O1/13
202.93
202.93 Broyhill
Computer Equipment
9001
Visionary -Lenoir Chair
005097
Dell Latitude Laptop
12/O1/13
92.21
92.21 Broyhill
Computer Equipment
9001
Visionary -Lenoir Chair
005098
Dell Latitude E6400 Laptop
12/O1/13
102.53
102.53 Broyhill
Computer Equipment
9001
Visionary -Lenoir Chair
005100
Space Heaters
12/O1/13
239.91
239.91 Broyhill
Furniture & Fixtures
9001
Visionary -Lenoir Chair
005015
SERVICE LIFT MODEL AC-MM-20FL
12/O1/13
382.99
382.99 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005057
1974 FRUHAUF TRAILER#206
12/01/13
318.00
318.00 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005058
1986 VANCO TRAILER#202
12/O1/13
318.00
318.00 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 52 of 68
005059
1979 BUD TRAILER N201
12/O1/13
318.00
318.00 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005067
CONCRETE CONTAINMENT FOR FUEL
12/O1/13
300.32
300.32 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
005000
3TON TRANE A/C
12/01/13
280.90
280.90 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
004990
INSTALL CIRCUIT BREAKER PANEL
12/O1/13
265.00
265.00 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005693
SLAT BED CONVEYOR
12/O1/13
254.72
254.72 Broyhill
Support Equipment
9305
Collage -Corp (LFC)
005073
PAINT DIESEL AND GASOLINE TANK
12/O1/13
239.83
239.83 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
005052
1995 STOUGHTON TRAILER IDW1A48
12/O1/13
238.50
238.50 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005050
1987 TRANSPORT TRAILER 13042
12/01/13
222.94
222.94 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005016
CASCADE CLAMP SN665195-P-1
12/O1/13
201.71
201.71 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005071
BENNETT PUMP MODEL 3925-D
12/01/13
196.74
196.74 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
004994
INSTALL EXHAUST HOOD & FAN
12/O1/13
196.55
196.55 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
004978
HUNTER SPINNER
12/O1/13
196.23
196.23 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
004976
2 NORD CHARIOTS
12/01/13
173.33
173.33 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005005
EMISSIONS ANALYZER
12/O1/13
172.31
172.31 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005062
HYDRAULIC UNIT
12/01/13
165.95
165.95 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
005065
INSTALL SCREW
12/O1/13
126.25
126.25 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
005063
ROOF VACUUM
12/O1/13
114.28
114.28 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
005702
1 PUMP 888316
12/01/13
92.56
92.56 Broyhill
Rolling Stock
9305
Collage -Corp (LFC)
005077
2004 ACCT. 148 MISC. ADDITIONS
12/O1/13
73.38
73.38 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
005131
MONITOR, PLOTTER, HP PRINTER F
12/01/13
413.79
413.79 Broyhill
Computer Equipment
9008
Cmplx-CtrWh/Pcmaker
005134
TO REPLACE & UPGRADE WEBER PRI
12/O1/13
159.32
159.32 Broyhill
Computer Equipment
9008
Cmplx-CtrWh/Pcmaker
005136
Security Access Readers
12/O1/13
315.36
315.36 Broyhill
Computer Equipment
9008
Cmplx-CtrWh/Pcmaker
005137
Grecon Fire Detection System
12/01/13
547.59
547.59 Broyhill
Computer Equipment
9008
Cmplx-CtrWh/Pcmaker
005138
Telephony System w/58300 G450
12/O1/13
2,712.98
2,712.98 Broyhill
Computer Equipment
9008
Cmplx-CtrWh/Pcmaker
005139
Phone and Network Wiring
12/01/13
3,064.33
3,064.33 Broyhill
Computer Equipment
9008
Cmplx-CtrWh/Pcmaker
005140
Wireless Scanning Network
12/O1/13
4,385.17
4,385.17 Broyhill
Computer Equipment
9008
Cmplx-CtrWh/Pcmaker
005142
Dell PowerEdge R710 Server
12/O1/13
360.10
360.10 Broyhill
Computer Equipment
9008
Cmplx-CtrWh/Pcmaker
005143
(2) Projectors (Cutting Edge
12/01/13
896.93
896.93 Broyhill
Computer Equipment
9008
Cmplx-CtrWh/Pcmaker
005150
EQUIP FOR CARD READER SECURITY
12/01/13
333.10
333.10 Broyhill
Furniture & Fixtures
9008
Cmplx-CtrWh/Pcmaker
005151
25 ERGONMIC SEWING CHAIRS
12/O1/13
39.40
39.40 Broyhill
Furniture & Fixtures
9008
Cmplx-CtrWh/Pcmaker
005152
Digital Video Processor
12/O1/13
31.80
31.80 Broyhill
Furniture & Fixtures
9008
Cmplx-CtrWh/Pcmaker
005153
Custom Cabinets
12/O1/13
104.94
104.94 Broyhill
Furniture & Fixtures
9008
Cmplx-CtrWh/Pcmaker
005156
(2)52"Sharp Aquos
12/O1/13
221.89
221.89 Broyhill
Furniture & Fixtures
9008
Cmplx-CtrWh/Pcmaker
005158
Bathroom Upgrade/Water Cooler
12/01/13
348.65
348.65 Broyhill
Furniture & Fixtures
9008
Cmplx-CtrWh/Pcmaker
005159
Air Screen Refrigeration Unit
12/O1/13
447.18
447.18 Broyhill
Furniture & Fixtures
9008
Cmplx-CtrWh/Pcmaker
005160
(152) Stack Chairs,Chrome
12/01/13
669.67
669.67 Broyhill
Furniture & Fixtures
9008
Cmplx-CtrWh/Pcmaker
005161
Cafeteria Serving Fixtures
12/01/13
1,178.37
1,178.37 Broyhill
Furniture & Fixtures
9008
Cmplx-CtrWh/Pcmaker
005162
Custom Casework & Counters
12/01/13
2,623.13
2,623.13 Broyhill
Furniture & Fixtures
9008
Cmplx-CtrWh/Pcmaker
005437
PRINTRONIX PRINTERS
12/01/13
572.04
572.04 Broyhill
Computer Equipment
9023
Watson -Imp Logistics
005438
2003 ACCT. 152 MISC. ADDITIONS
12/01/13
247.70
247.70 Broyhill
Computer Equipment
9023
Watson -Imp Logistics
005439
FINISHED GOODS BARCODE SYSTEM
12/O1/13
3,106.05
3,106.05 Broyhill
Computer Equipment
9023
Watson -Imp Logistics
005441
2000 ACCT. 151 MISC. ADDITIONS
12/O1/13
44.73
44.73 Broyhill
Furniture & Fixtures
9023
Watson -Imp Logistics
005442
2001 ACCT 151 MISC. ADDITIONS
12/01/13
248.14
248.14 Broyhill
Furniture & Fixtures
9023
Watson -Imp Logistics
005443
2002 ACCT. 151 MISC. ADDITIONS
12/01/13
67.90
67.90 Broyhill
Furniture & Fixtures
9023
Watson -Imp Logistics
005444
2003 ACCT. 151 MISC. ADDITIONS
12/O1/13
107.91
107.91 Broyhill
Furniture & Fixtures
9023
Watson -Imp Logistics
005470
2003 ACCT. 156 MISC. ADDITIONS
12/O1/13
44.12
44.12 Broyhill
Office Equipment
9023
Watson -Imp Logistics
005590
BELKIN UNIVERSAL UPS FOR SECUR
12/01/13
6.05
6.05 Broyhill
Computer Equipment
9099
Cmplx-CtrWh/Pcmaker
005591
(16) Dell Wyse Termninals
12/O1/13
300.32
300.32 Broyhill
Computer Equipment
9099
Unknown
005592
(17) Wyse Terminals
12/01/13
415.43
415.43 Broyhill
Computer Equipment
9099
Unknown
005593
(4) Telephones (Mediant 1000)
12/O1/13
361.59
361.59 Broyhill
Computer Equipment
9099
Unknown
005594
DEALER EXTRANET AND IN HOME SE
12/O1/13
4,748.80
4,748.80 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 53 of 68
005595
EQUIPMENTTO ALLOW UNINTERRUPT
12/O1/13
492.80
492.80 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005596
EQUIPMENT FOR BFI INFRASTRUCTU
12/01/13
1,089.47
1,089.47 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005597
EQUIPMENT FOR ADVERTISING PRIN
12/01/13
1,532.25
1,532.25 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005598
EQUIPMENT TO ACCESS IMAGING SE
12/01/13
4,900.94
4,900.94 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005599
POWEREDGE 4210 FRAME RACK
12/O1/13
222.02
222.02 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005600
33 UPS BATTERIES
12/O1/13
287.63
287.63 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005601
(4)PRINTERS & ETHERNET SWITCH
12/O1/13
181.08
181.08 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005602
THIN CLIENT TERMINALS (7) & MO
12/01/13
179.84
179.94 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005603
CALL PILOT AUTO -ATTENDANT SYST
12/O1/13
1,058.04
1,058.04 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005604
Hardware/Logility Forecasting
12/O1/13
516.27
516.27 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005605
Business Intelligence Hardware
12/O1/13
4,250.23
4,250.23 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005606
Power Edge Server
12/01/13
255.70
255.70 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005607
Dell Latitude D410 Laptop
12/O1/13
107.24
107.24 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005608
Laptop Computer
12/O1/13
139.53
139.53 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005609
Laptops for sales force
12/O1/13
462.47
462.47 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005610
Server
12/O1/13
151.12
151.12 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005611
Latitude D420 Laptop
12/O1/13
108.62
108.62 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005612
Dell Latitude D420
12/01/13
93.43
93.43 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005613
MVL-A SQL Server
12/O1/13
564.15
564.15 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005614
Replacement Web Server
12/O1/13
271.93
271.93 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005615
Database Server
12/O1/13
383.36
383.36 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005616
Apple MacBook Pro 17"
12/O1/13
174.55
174.55 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005617
Apple Mac Pro
12/01/13
174.61
174.61 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005618
Latitude D420 Laptop
12/O1/13
189.70
189.70 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005619
Latitude D420 Laptop
12/O1/13
93.85
93.85 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005620
Latitude Computer
12/O1/13
105.05
105.05 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005621
Dell Latitude
12/O1/13
105.05
105.05 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005622
VariousJDE hardware
12/O1/13
24,992.58
24,992.58 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005623
2TR1034U P4C-R UNIVERSAL PC
12/O1/13
330.24
330.24 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005624
(5) Wyse V30L Thin Computers
12/O1/13
85.99
85.99 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005625
Dell E6400 Intel Laptop
12/O1/13
98.79
98.79 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005626
Dell Latitude E4200 Laptop
12/O1/13
104.15
104.15 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005627
Latitude E6400 Laptop
12/01/13
92.34
92.34 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005628
Dell Latitude E6500 w/Case
12/O1/13
81.56
81.56 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005629
Dell E6400 w/Port Replicator
12/01/13
105.99
105.99 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005630
Dell Latitude E4300 Laptop
12/O1/13
97.23
97.23 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005631
Latitude E6400 Laptop w/Dock
12/O1/13
102.53
102.53 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005632
VOIP Phone System
12/O1/13
207.07
207.07 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005633
(2) Dell Latitude PC-E6400
12/01/13
171.38
171.38 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005634
CYBERPOWER RACK MOUNT
12/O1/13
34.21
34.21 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005635
(3)AVAYA PHONES
12/O1/13
41.74
41.74 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005636
CAMERA SYSTEM
12/O1/13
249.40
249.40 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005637
COMMUNICATIONS WIRING
12/O1/13
2,750.16
2,750.16 Broyhill
Computer Equipment
9099
Visionary -Lenoir Chair
005654
15 CABINETS FOR FINISHING LAB
12/01/13
530.87
530.87 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005655
2 ELEVEN DRAWER FILE CABINETS
12/O1/13
201.24
201.24 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005656
12-MANAGEMENT CHAIRS#1167-15
12/01/13
166.82
166.82 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005657
14-MANAGEMENT/EXECUTIVE CHAI
12/O1/13
303.35
303.35 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005658
INSTALL 3 CONDUIT FROM WALLS T
12/O1/13
159.00
159.00 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005659
LEATHER EXECUTIVE RECLINERS
12/O1/13
227.79
227.79 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005660
Muratec Copy/Fax
12/O1/13
91.81
91.81 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005661
Copy Fax S/N 90127030
12/01/13
91.60
91.60 Broyhill
Furniture &Fixtures
9099
Visionary -Lenoir Chair

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 54 of 68
005662
(3) Hunt DVRs CCTV -Security
12/O1/13
328.57
328.57 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005663
REFRIGERATOR
12/O1/13
45.63
45.63 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005664
SIGNS FOR NEW OFFICE
12/O1/13
51.32
51.32 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005665
ICE MAKER -NEW CORPORATE OFFICE
12/O1/13
114.82
114.82 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005666
OFFICE FURN. PURCH FRM TFI
12/O1/13
840.19
840.19 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005667
OFFICE FURNITURE (PURCH FROM
12/O1/13
72.02
72.02 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005668
ADD'L FURNITURE PURCH FROM TFI
12/O1/13
87.87
87.87 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005669
Paging System, portable
12/01/13
777.88
777.88 Broyhill
Furniture & Fixtures
9099
Visionary -Lenoir Chair
005670
FIRE ALARM SYSTEM
12/01/13
322.37
322.37 Broyhill
Furniture & Fixtures
9099
Watson -Imp Logistics
005678
16 CAMERA DVR WITH 360 GB HD
12/O1/13
230.18
230.18 Broyhill
Office Equipment
9099
Cmplx-CtrWh/Pcmaker
005679
SECURITY CAMERAS
12/O1/13
447.52
447.52 Broyhill
Office Equipment
9099
Visionary -Lenoir Chair
005680
TRL UNITTO RECORD ALL CAMERAS
12/01/13
230.18
230.18 Broyhill
Office Equipment
9099
Visionary -Lenoir Chair
005681
OVERHEAD PROJECTOR FOR BOARD R
12/01/13
355.72
355.72 Broyhill
Office Equipment
9099
Visionary -Lenoir Chair
005682
Konica 420 Copier
12/O1/13
500.07
500.07 Broyhill
Office Equipment
9099
Visionary -Lenoir Chair
005683
Konica Biz Hub 600
12/O1/13
789.12
789.12 Broyhill
Office Equipment
9099
Visionary -Lenoir Chair
005685
2003 ACCT. 152 MISC. ADDITIONS
12/O1/13
36.62
36.62 Broyhill
Computer Equipment
9305
Collage-Corp(LFC)
005686
2004 ACCT. 152 MISC. ADDITIONS
12/O1/13
21.15
21.15 Broyhill
Computer Equipment
9305
Collage -Corp (LFC)
005697
2002 ACCT. 156 MISC. ADDITIONS
12/O1/13
8.46
8.46 Broyhill
Office Equipment
9305
Collage -Corp (LFC)
005698
2003 ACCT. 156 MISC. ADDITIONS
12/O1/13
74.20
74.20 Broyhill
Office Equipment
9305
Collage -Corp (LFC)
005699
2004 ACCT. 156 MISC. ADDITIONS
12/01/13
15.63
15.63 Broyhill
Office Equipment
9305
Collage-Corp(LFC)
005712
2030 Muratec Copier
12/O1/13
150.50
150.50 Broyhill
Office Equipment
9320
Cmplx-CtrWh/Pcmaker
005713
Telephone System
12/O1/13
548.66
548.66 Broyhill
Computer Equipment
9626
Cmplx-CtrWh/Pcmaker
009113
SAMPLE SHOP CAD UPGRADE
12/O1/13
643.24
643.24 Broyhill
Computer Equipment
10700
Cmplx-CtrWh/Pcmaker
009114
CONVERT 12 SCANNERS TO LONG RA
12/O1/13
227.29
227.29 Broyhill
Computer Equipment
10700
Cmplx-CtrWh/Pcmaker
009115
100 CCD REPLACEMENT SCANNERS
12/01/13
166.07
166.07 Broyhill
Computer Equipment
10700
Cmplx-CtrWh/Pcmaker
009116
BAR CODE SCANNING PROJECT-UPHO
12/01/13
2,298.69
2,298.69 Broyhill
Computer Equipment
10700
Cmplx-CtrWh/Pcmaker
009117
HARDWARE FOR SIG MATEK AUTOCAD
12/O1/13
203.63
203.63 Broyhill
Computer Equipment
10700
Cmplx-CtrWh/Pcmaker
009118
(245) R60e Data Terminal Unit
12/O1/13
12,403.68
12,403.68 Broyhill
Computer Equipment
10700
Cmplx-CtrWh/Pcmaker
009122
Work Tables &Sinks
12/01/13
194.05
194.05 Broyhill
Furniture & Fixtures
10700
Cmplx-CtrWh/Pcmaker
009123
(17) Formica Tables 3698.58
12/O1/13
216.38
216.38 Broyhill
Furniture & Fixtures
10700
Cmplx-CtrWh/Pcmaker
009124
(21) Formica Tables 3698.58
12/01/13
260.56
260.56 Broyhill
Furniture & Fixtures
10700
Cmplx-CtrWh/Pcmaker
009378
ACCUJET 520 PLOTTER
12/O1/13
214.12
214.12 Broyhill
Office Equipment
10700
Cmplx-CtrWh/Pcmaker
009379
Infinity II Plotter
12/01/13
732.04
732.04 Broyhill
Office Equipment
10700
Cmplx-CtrWh/Pcmaker
004977
VECLOADER 422
12/01/13
2,266.86
2,266.86 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
004979
UPHOLSTERY RACKS
12/O1/13
1,898.22
1,898.22 Broyhill
Racking
8195
Cmplx-CtrWh/Pcmaker
004986
HYDRO -RETRIEVER SWEEPER/SCRUBB
12/O1/13
990.04
990.04 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
004987
400 STACKABLE RACKS
12/O1/13
2,675.43
2,675.43 Broyhill
Racking
8195
Cmplx-CtrWh/Pcmaker
004993
INSTALL ONE UNLOAD PLATFORM
12/O1/13
447.67
447.67 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005002
(2) 460 VOLT 3 PHASE UNIT HEAT
12/O1/13
137.68
137.68 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005004
HYSTER DEMO UNIT WITH BATTERY
12/O1/13
507.00
507.00 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005006
COATES TIRE CHANGER
12/01/13
144.48
144.48 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005008
EXTEND HOODS OVER BATTERY CHAR
12/O1/13
139.93
139.93 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005010
Forklift battery
12/01/13
371.04
371.04 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005011
Industrial Battery & Charger
12/O1/13
371.04
371.04 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005012
DISTRESSER MACHINE ATTIC H
12/O1/13
477.00
477.00 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005017
84 DATSUN FKLFT SIN CFOI-02191
12/O1/13
568.08
568.08 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005018
84 DATSUN FKLFT SIN CF01-02194
12/O1/13
568.08
568.08 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005019
84 NISSAN FKLT SIN CFOS-022580
12/01/13
711.65
711.65 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005021
87 NISSAN FKLT SN CPHOI-00051
12/O1/13
580.72
580.72 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005022
87 NISSAN E3000
12/O1/13
819.72
819.72 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005023
87 NISSAN E3000
12/O1/13
1,024.83
1,024.83 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 55 of 68
005024
87 CROWN FKLFT SN W-8430
12/O1/13
838.51
838.51 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005025
2 NISSAN FORKLIFTS E3000
12/01/13
2,002.42
2,002.42 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005030
3 NISSIAN ELECTRIC FORKLIFTS
12/O1/13
2,242.70
2,242.70 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005031
3 NISSAN LIFTTRUCKS MODEL E-3
12/01/13
3,364.04
3,364.04 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005033
NISSAN FORKLIFT SN: 002273
12/O1/13
846.94
846.94 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005037
2CHARGERS &2 DOUGLAS 510 AN
12/O1/13
457.15
457.15 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005038
RAMPS ON LOWBOY TRAILER
12/01/13
186.68
186.68 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005039
2 NISSAN 3000 LB FORKLIFTS SN
12/O1/13
2,190.46
2,190.46 Broyhill
Rolling Stack
8195
Cmplx-CtrWh/Pcmaker
005043
NISSAN ELECTRIC FORK TRUCK SN#
12/01/13
1,871.43
1,871.43 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005045
2001 USED PRIME MOVER TOW TRAC
12/O1/13
235.53
235.53 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005046
(2) 48V. FORKLIFT BATTERIES
12/O1/13
272.57
272.57 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005047
2 PRIME MOVER TOW TRACTORS
12/O1/13
412.02
412.02 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005048
2 PRIME MOVE TOW TRACTORS#003
12/O1/13
824.04
824.04 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005049
INSTALL LIFT PARTS FOR HAND TR
12/01/13
130.27
130.27 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005055
Reman. Nissan Transmission
12/O1/13
185.91
185.91 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005056
Forklift Battery
12/O1/13
350.81
350.81 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005064
HYD POWER UNIT
12/O1/13
432.86
432.86 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
005066
HELCOID SCREWS
12/O1/13
513.75
513.75 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
005070
INSTALL HYDRAULIC SHUTTLE UNIT
12/O1/13
468.07
468.07 Broyhill
Support Equipment
8196
Cmplx-CtrWh/Pcmaker
005076
AIR CONDITIONER RECYCLER UNIT
12/O1/13
198.48
198.48 Broyhill
Support Equipment.
8196
Cmplx-CtrWh/Pcmaker
005081
24 Cell 510 AH Charger
12/O1/13
240.17
240.17 Broyhill
Support Equipment
8197
Cmplx-CtrWh/Pcmaker
005082
STIHL 16" CHAIN SAW MS170
12/01/13
9.02
9.02 Broyhill
Support Equipment
8197
Cmplx-CtrWh/Pcmaker
005083
STIHL BACKPACK BLOWER BR550
12/O1/13
21.75
21.75 Broyhill
Support Equipment
8197
Cmplx-CtrWh/Pcmaker
005094
(4) STIHL STRING TRIMMERS FS90
12/O1/13
60.67
60.67 Broyhill
Support Equipment
8197
Cmplx-CtrWh/Pcmaker
005085
UTILITY LANDSCAPE TRAILER 6X12
12/O1/13
56.18
56.18 Broyhill
Rolling Stock
8197
Cmplx-CtrWh/Pcmaker
005086
JOHN DEERE LAWN TRACTOR 997
12/O1/13
731.95
731.95 Broyhill
Rolling Stock
8197
Cmplx-CtrWh/Pcmaker
005087
JOHN DEERE LAWN TRACTOR 997
12/O1/13
731.95
731.95 Broyhill
Rolling Stock
8197
Cmplx-CtrWh/Pcmaker
005694
FABRICATE BAG LOADER
12/O1/13
287.43
287.43 Broyhill
Support Equipment
9305
Collage-Corp(LFC)
005701
NISSAN FKL 5000
12/O1/13
899.90
899.90 Broyhill
Rolling Stock
9305
Collage -Corp (LFC)
005704
C50 NISSAN FORKLIFT #002143
12/01/13
770.09
770.09 Broyhill
Rolling Stock
9305
Collage -Corp (LFC)
005705
89 NISSAN FKLFT SN CPHOI-9028
12/O1/13
85.94
85.94 Broyhill
Rolling Stock
9305
Collage -Corp (LFC)
005706
NISSAN FORKLIFTS (2) SN:905364
12/01/13
207.87
207.87 Broyhill
Rolling Stock
9305
Collage -Corp (LFC)
005707
NISSAN 5000 LB FORKLIFT SN 900
12/01/13
918.81
918.81 Broyhill
Rolling Stock
9305
Collage -Corp (LFC)
005708
NISSAN FORKLIFT 3500 LB SN 9N0
12/O1/13
979.44
979.44 Broyhill
Rolling Stock
9305
Collage-Corp(LFC)
005709
NISSAN LIFT TRUCK SN:9P5543
12/O1/13
971.33
971.33 Broyhill
Rolling Stock
9305
Collage -Carp (LFC)
009125
2-EASTMAN CLASS 625 ULTRONICS
12/O1/13
60.49
60.49 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009126
2 CUTTING MCHS 625C-7 & 4-334-
12/O1/13
133.88
133.88 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009127
CUSHION FILLE
12/O1/13
164.30
164.30 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009133
CUSH FILL MACH ANDERSON SN 803
12/01/13
311.36
311.36 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009136
AK CLIP MACHI FRAME DEPT
12/O1/13
232.54
232.54 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009138
CUSH FILL MACHINE
12/01/13
324.89
324.89 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009142
2 CUSH FILLER MACH
12/O1/13
298.00
298.00 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009157
DOUBLE DRILL DR T-NUT MACH#HF
12/O1/13
1,074.75
1,074.75 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009168
WIRE CUSHION MACHINE & SEWING
12/O1/13
214.89
214.89 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009185
CBZ-X CUSHION BOX MACHINE SN P
12/O1/13
487.12
487.12 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009186
CUSHION FILLING MACHINE
12/O1/13
452.45
452.45 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009191
POWER PROCESSOR 200 SOFTWARE
12/O1/13
572.51
572.51 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009211
2 PFAFF SEWING MACHINES SN 510
12/01/13
502.65
502.65 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009229
FIBER BLOWING ADDITION
12/01/13
1,100.81
1,100.81 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009232
2-DTI 7000 BRASS NAIL GUNS
12/O1/13
669.13
669.13 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009234
DTI-7000 BRASS NAIL GUN
12/O1/13
310.47
310.47 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 56 of 68
009236
DTI-7000 BRASS NAIL GUN
12/O1/13
310.47
310.47 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009251
STEAM GENERATOR WITH ACCESSORI
12/O1/13
254.48
254.48 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009255
DTI-7000 AUTO BRASS NAIL GUN
12/O1/13
915.90
915.90 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009262
DOUBLE OPENER/NOZZLE FIBER BLO
12/O1/13
2,865.60
2,865.60 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009264
APEX CUSHION STUFFING MACHINE
12/O1/13
491.84
491.84 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009266
FABRICATE UPHOLSTERY TABLES, T
12/O1/13
1,432.27
1,432.27 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009272
APEX CUSHION STUFFING MACHINE
12/01/13
487.60
487.60 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009274
CLIP MACHINETO RUN PLYWOOD FR
12/O1/13
641.39
641.39 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009276
AUTO FEED BRASS NAIL GUN
12/O1/13
589.90
589.90 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009279
MOTORIZED HAND PALLET TRUCK
12/01/13
218.14
218.14 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009283
AUTO BRASS NAIL GUN
12/O1/13
984.95
984.95 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009288
DTI 7000 BRASS NAIL GUN
12/O1/13
605.42
605.42 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009292
THETA ASSEMBLY
12/01/13
122.58
122.58 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009293
DTI 7000 AUTO BRASS NAIL GUNS
12/O1/13
1,263.31
1,263.31 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009299
THETA ASSEMBLY
12/01/13
446.41
446.41 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009311
INSTALL FIBER FILL SLATBED
12/01/13
388.80
388.80 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009314
AUTO FEED BRASS NAIL GUN
12/O1/13
1,277.22
1,277.22 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009318
AUTOMATIC FEED BRASS NAIL GUNS
12/O1/13
1,643.37
1,643.37 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009324
ROLLER CONVEYOR W/ CHOPSAW-SPR
12/01/13
250.43
250.43 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009325
ROLLER CONVEYOR WITH CHOPSAW F
12/O1/13
250.46
250.46 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009333
3 Routers
12/O1/13
44,795.22
40,315.68 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009334
3Nail Guns
12/O1/13
583.48
583.48 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009341
Finger Cusion Machine
12/01/13
132.50
132.50 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009360
Apex Bag Closer S/N 240123
12/O1/13
58.30
58.30 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009361
Apex Bag Closer S/N 240127
12/O1/13
58.30
58.30 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009362
Apex Bag Closer 5/N 240132
12/O1/13
58.30
58.30 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009369
(2) APEX 600A BAG CLOSERS
12/O1/13
116.60
116.60 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009373
USED BUTTON TUFTING MACHINE
12/O1/13
318.00
318.00 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009383
91 NISSIAN ELEC FKLT SN CUM01
12/O1/13
1,121.35
1,121.35 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009384
92 YALE FKLFT SN N523728
12/O1/13
768.02
768.02 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009387
2 CROWN STOCKPICKERS SN IA1800
12/O1/13
1,784.09
1,784.09 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009389
YALE M#MPB040ACWALKIE ELECTRI
12/01/13
187.09
187.09 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009390
PRE -OWNED YALE MOTORIZED HAND
12/O1/13
101.44
101.44 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009392
YALE HAND PALLET
12/O1/13
203.15
203.15 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009394
HIGH RISE LIFT TRUCK AND ON BO
12/01/13
120.45
120.45 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
TJG
AccuRouter
MS
10,000.00
TJG
AccuRouter
MS
10,000.00
TJG
36" Tannewitz Band Saw
500.00
TJG
Single Spindle Boring Machine
200.00
TJG
Multispindle Horizontal Boring Machine
500.00
TJG
36" Tannewitz Band Saw w/glue block mech
750.00
T1G
Single Spindle Pump Sander
200.00
TJG
36" Tannewitz Band Saw
500.00
TJG
Worldmax Chop Saw -upcut saw
300.00
TJG
Lancaster Incline Clamp
200.00
004997
4JUKI SEWING MACHINES
12/01/13
294.31
294.31 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
004998
4 JUKI SEWING MACHINES
12/O1/13
588.62
588.62 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
004999
WAREHOUSE PLATFORMS
12/O1/13
213.19
213.19 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005001
8- PFAFF MODELS 1425
12/O1/13
1,203.09
1,203.09 Broyhill
Support Equipment
8195
Cmplx-CtrWh/Pcmaker
005036
NISSAN E304 FORKLIFT SN 003488
12/O1/13
1,919.13
1,919.13 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker
005042
INSTALL THREE DUST TRAILER SCR
121O1113
969.66
969.66 Broyhill
Rolling Stock
8195
Cmplx-CtrWh/Pcmaker

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 57 of 68
005053
FORKLIFT BATTERIES
12/O1/13
414.22
414.22 Broyhill
Rolling Stock
8195 Cmplx-CtrWh/Pcmaker
005054
(2) FORKLIFT BATTERIES -TYPE
12/01/13
288.53
288.53 Broyhill
Rolling Stock
8195 Cmplx-CtrWh/Pcmaker
005075
PARTS ON LIVE BOTTOM DOUBLE SC
12/O1/13
478.98
478.98 Broyhill
Support Equipment
8196 Cmplx-CtrWh/Pcmaker
005079
UNLOAD SYS-TRAILER HYDRAULIC
12/O1/13
931.36
931.36 Broyhill
Rolling Stock
8196 Cmplx-CtrWh/Pcmaker
005103
BARRELL TANK CONTAINER
12/O1/13
49.40
49.40 Broyhill
Support Equipment
9001
825 Visionary St, Lenoir, NC
005109
MOTOR CONTROL CENTER FOR FINIS
12/O1/13
480.97
480.97 Broyhill
Support Equipment
9001 Visionary -Lenoir Chair
005113
80 DATSUN FKLT SN NCF01-00046
12/O1/13
730.01
730.01 Broyhill
Rolling Stock
9001
825 Visionary St, Lenoir, NC
005114
80 DATSUN FKLT SN CPF02-00028
12/O1/13
748.81
748.81 Broyhill
Rolling Stock
9001 Visionary -Lenoir Chair
005115
85 NISSAN FKLT SN CPFOI-02370
12/O1/13
681.65
681.65 Broyhill
Rolling Stock
9001
825 Visionary St, Lenoir, NC
005116
85 NISSAN FKLT SN CF01-22755
12/01/13
774.70
774.70 Broyhill
Rolling Stock
9001
825 Visionary St, Lenoir, NC
005117
87 NISSAN FKLFT SN CPH01-0002
12/01/13
838.98
838.98 Broyhill
Rolling Stock
9001 Visionary -Lenoir Chair
005118
92 YALE FKLFT SN N514388
12/O1/13
880.49
880.49 Broyhill
Rolling Stock
9001
825 Visionary St, Lenoir, NC
005119
U YALE FORKLIFT SN N496600 MHl
12/O1/13
762.14
762.14 Broyhill
Rolling Stock
9001
825 Visionary St, Lenoir, NC
005120
NISSAN C35KLP FORKLIFT SN 9017
12/01/13
817.68
817.68 Broyhill
Rolling Stock
9001
825 Visionary St, Lenoir, NC
005121
NISSAN FORKLIFT SN 905651 MH15
12/O1/13
919.47
919.47 Broyhill
Rolling Stock
9001
825 Visionary St, Lenoir, NC
005122
NISSAN FORKLIFT MODEL CSOKLP 5
12/O1/13
855.21
855.21 Broyhill
Rolling Stock
9001
825 Visionary St, Lenoir, NC
005123
3500 LB NISSAN FORKLIFT SN 9N0
12/01/13
977.85
977.85 Broyhill
Rolling Stock
9001
825 Visionary St, Lenoir, NC
005124
1 USED REFUBISHED NISSAN FORKL
12/O1/13
401.48
401.48 Broyhill
Rolling Stock
9001
825 Visionary St, Lenoir, NC
005446
1998 MISC ADDITIONS
12/O1/13
24.99
24.99 Broyhill
Support Equipment
9023
825 Visionary St, Lenoir, NC
005447
1999 MISC ADDITIONS
12/O1/13
105.89
105.89 Broyhill
Support Equipment
9023
825 Visionary St, Lenoir, NC
005448
15' DRY FILTER SPRAY BOOTH
12/01/13
606.82
606.82 Broyhill
Support Equipment
9023
825 Visionary St, Lenoir, NC
005449
INSTALL 2 AIR REELS
12/O1/13
116.67
116.67 Broyhill
Sup
port pport Equipment
9023
825 Visionary St, Lenoir, NC
005451
2000 ACCT. 149 MISC. ADDITIONS
12/O1/13
48.78
48.78 Broyhill
Support Equipment
9023
825 Visionary St, Lenoir, NC
005452
2000 ACCT. 150 MISC. ADDITIONS
12/01/13
95.65
95.65 Broyhill
Support Equipment
9023
825 Visionary St, Lenoir, NC
005453
1000 LB WEIGHT LIFT & 400 LB.
12/01/13
170.36
170.36 Broyhill
Support Equipment
9023
825 Visionary St, Lenoir, NC
005471
87 NISSAN FKLFT SN CPH01-0002
12/O1/13
767.43
767.43 Broyhill
Rolling Stock
9023
825 Visionary St, Lenoir, NC
005472
USED 1993 NISSAN FORKLIFT SN 9
12/01/13
509.54
509.54 Broyhill
Rolling Stock
9023 Watson -Imp Logistics
005474
NISSAN ELECTRIC FORK TRUCK#PE
12/O1/13
935.72
935.72 Broyhill
Rolling Stock
9023 Watson -Imp Logistics
005475
BATTERY & CHARGER #IBCI-24-85-
12/O1/13
197.74
197.74 Broyhill
Rolling Stock
9023
825 Visionary St, Lenoir, NC
005478
48 VOLT BATTERY Mp24-85TB-15
12/O1/13
154.27
154.27 Broyhill
Rolling Stock
9023
825 Visionary St, Lenoir, NC
005479
FORKLIFT BATTERY
12/O1/13
198.65
198.65 Broyhill
Rolling Stock
9023
825 Visionary St, Lenoir, NC
005481
FORKLIFT BATTERY 12 CELL 24V
12/01/13
174.16
174.16 Broyhill
Rolling Stock
9023
825 Visionary St, Lenoir, NC
005672
2005 ACCT 148 MISC ADDITIONS
12/O1/13
53.51
53.51 Broyhill
Support Equipment
9099
825 Visionary St, Lenoir, NC
005673
SPRAY BOOTH
12/O1/13
117.58
117.58 Broyhill
Support Equipment
9099 Visionary -Lenoir Chair
005675
EXTEND 2 BOOTHS ATTEST LAB
12/O1/13
252.73
252.73 Broyhill
Support Equipment
9099
825 Visionary St, Lenoir, NC
005676
Scan Guns & Accessories
12/O1/13
602.37
602.37 Broyhill
Support Equipment
9099
825 Visionary St, Lenoir, NC
005696
WORKTABLES
12/O1/13
422.11
422.11 Broyhill
Support Equipment
9305 Collage -Corp (LFC)
005700
NISSAN FKL 5000
12/O1/13
829.90
829.90 Broyhill
Rolling Stock
9305 Collage -Corp (LFC)
005703
1 BLADE F/FRONT END LOADER
12/O1/13
66.78
66.78 Broyhill
Rolling Stock
9305 Collage -Corp (LFC)
005711
Carton Maker
12/O1/13
1,444.25
1,444.25 Broyhill
Support Equipment
9320 Cmplx-CtrWh/Pcmaker
008483
4JUNGHEINRICH FORKLIFTS
12/01/13
5,483.17
5,483.17 Broyhill
Rolling Stock
9001
825 Visionary St, Lenoir, NC
008484
SHRINK WRAP OVEN 42' LONG
12/O1/13
5,006.03
5,006.03 Broyhill
Production Equipment
9001 Collage -Corp (LFC)
009128
BANDSAW 78011SN TRNNEWITZ
12/01/13
389.28
389.28 Broyhill
Support Equipment
10700 Cmplx-CtrWh/Pcmaker
009129
CUSHION FILLER SN: 706-MV
12/01/13
201.67
201.67 Broyhill
Support Equipment
10700 Cmplx-CtrWh/Pcmaker
009130
MEASURING MACHINE R-5416 & R-5
12/O1/13
643.98
643.98 Broyhill
Support Equipment
10700 Cmplx-CtrWh/Pcmaker
009131
FIN CONVEYORS -OVENS
12/01/13
871.62
871.62 Broyhill
Support Equipment
10700 Cmplx-CtrWh/Pcmaker
009132
HANDY BUTTON MACH SN 1159
12/O1/13
255.67
255.67 Broyhill
Support Equipment
10700 Cmplx-CtrWh/Pcmaker
009134
CUSHION FILLER ANDERSON
12/O1/13
325.16
325.16 Broyhill
Support Equipment
10700 Cmplx-CtrWh/Pcmaker
009135
AUTO BUTTON MACHINE SN 2011
12/01/13
522.26
522.26 Broyhill
Support Equipment
10700 Cmplx-CtrWh/Pcmaker
009137
S91 GERBER CUTTER SYSTEM
12/01/13
23,399.83
23,399.83 Broyhill
Production Equipment
10700 Cmplx-CtrWh/Pcmaker
009139
CUSH FILL MACH SPUHL ANDERSON
12/O1/13
326.51
326.51 Broyhill
Support Equipment
10700 Cmplx-CtrWh/Pcmaker

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 58 of 68
009143
14 SEW MACHINES
12/01/13
3,507.43
3,507.43 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009144
BUNN TYING MACHINE
12/O1/13
213.06
213.06 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009145
1 APEX BORDER MACHINE
12/01/13
426.76
426.76 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009146
RUFFLING SEWING MACHINE
12/01/13
683.22
683.22 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009147
ANDERSON CUSHION FILLING MACHI
12/O1/13
365.13
365.13 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009148
S SEWING MACHINES#291164062
12/O1/13
1,404.50
1,404.50 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009149
4 EASTMAN CLOTH CUTTERS
12/O1/13
243.19
243.19 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009150
BUNN TYING MACHINE
12/O1/13
241.13
241.13 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009151
APEX
12/O1/13
489.96
489.96 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009152
ZIPPER MACHINE SINGER MODEL
12/01/13
267.38
267.38 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009155
ZIPPER MACHINE MODEL AS50 SN:
12/O1/13
195.38
195.38 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009158
3 BRO OVEREDGER 511 SN M15904
12/O1/13
224.02
224.02 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009159
PFAFF SEW MACH SN 1546822
12/01/13
175.31
175.31 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009160
APEX ZPR-2 ZIPPER MACH SN 635
12/O1/13
201.63
201.63 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009161
APEX DWK-2 DOUBLE WELT MACH S
12/01/13
335.43
335.43 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009162
APEX CBZ-X6 BORDER MACH SN 65
12/01/13
500.96
500.96 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009163
ADLER GATHERING MACH 550-12-10
12/O1/13
767.55
767-55 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009164
12 DURKOPP SEWING MACHINES
12/O1/13
3,200.06
3,200.06 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009165
CBZ-X BORDER MACHINE
12/01/13
476.42
476.42 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009166
BROTHER OVERLOCK SN M1590440
12/O1/13
77.35
77.35 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009167
3 AUTO CUTTERS 2 JUKI MH481
12/O1/13
554.78
554.78 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009169
JUKI LOCKSTITCH SN 627873
12/01/13
313.15
313.15 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009171
JUKI SEW SN 4469,3910,3490,447
12/O1/13
294.31
294.31 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009172
10 JUKI SEWING MACH
12/O1/13
2,943.08
2,943.08 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009173
SINGER SEW MACH SN U933719002
12/O1/13
140.45
140.45 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009174
2BRO OVERLOCKS & APEXZIPPER
12/01/13
219.68
219.68 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009175
U APEX BORDER MACH SN C6412
12/O1/13
208.77
208.77 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009177
BROTHERS EF4-B511 SN 4571294 &
12/O1/13
160.05
160.05 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009178
8JUKI SEWING MACH
12/O1/13
2,370.84
2,370.84 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009179
7JUKI SEWING MACH
12/O1/13
2,060.16
2,060.16 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009180
UNITED SEWING MACHINE SN DUNKS
12/O1/13
139.18
139.18 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009181
LOCKSTITC SEWING MACH SN DLNXB
12/01/13
139.18
139.18 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009182
JUKI SEW MACHINE SN DMN-5420N-
12/01/13
242.59
242.59 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009184
WELT MACHINE SN W-1439284
12/O1/13
182.00
182.00 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009187
2 SEWING MACHINES E4571291 & B
12/O1/13
138.64
138.64 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009188
SEWING MACHINE (HIGH SPEED) SN
12/01/13
234.19
234.19 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009190
2 APEX DWK-2 WELT MACHINE SN 7
12/O1/13
427.70
427.70 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009192
7JUKI SEWING MACHINES
12/O1/13
791.25
791.25 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009193
APEX MODEL CUSHION BORDER MACH
12/01/13
366.68
366.68 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009194
JET 20 BANDSAW"
12/O1/13
183.50
183.50 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009195
CUSHION STUFFER
12/O1/13
401.48
401.48 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009196
Cushion Stuffer
12/O1/13
401.48
401.48 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009197
20 JUKI, 1 APEX, 2 UNITED, 1 C
12/01/13
231.45
231.45 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009199
9JUKI SEWING MACHINES
12/01/13
828.39
828.39 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009201
JUKI OVERLOCK WITH TRIMMER
12/O1/13
222.28
222.28 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009202
10 JUKI SEWING MACHINES
12/01/13
2,887.59
2,887.59 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009203
6 CZB BORDER MACHINE"
12/01/13
465.34
465.34 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009205
DOUBLE WELT SEWING MACHINE SN
12/O1/13
273.00
273.00 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009206
JUKI SINGLE NEEDLE SEWING MACH
12/01/13
176.38
176.38 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009208
10 PFAFF MODEL 1425 ELECTRONIC
12/01/13
2,513.23
2,513.23 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009209
BROTHER 2 NEEDLE POST MACHINE
12/O1/13
333.49
333.49 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 59 of 68
009210
PURCHASE OF NEW SEWING MACHINE
12/O1/13
5,024.61
5,024.61 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009212
BROTHER 2 NEEDLE POST MACHINE
12/O1/13
320.91
320.91 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009213
JUKI SINGLE NEEDLE SEWING MACH
12/O1/13
290.40
290.40 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009214
PURCHASE OF NEW SEWING MACHINE
12/O1/13
4,999.70
4,999.70 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009215
BROTHER 2 NEEDLE POST MACHINE
12/O1/13
320.91
320.91 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009216
TANNEWITZ BANDSAW & FLETCHER T
12/01/13
279.69
279.69 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009219
BROTHER SEWING MACHINE (2 NEED
12/01/13
320.91
320.91 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009220
APEX BORDER MACHINE SIN 6662P
12/O1/13
478.59
478.59 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009221
CONVEYORIZED WHEEL/KNIFE CUTTE
12/O1/13
2,222.29
2,222.29 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009222
BRASS NAIL GUN
12/01/13
319.01
319.01 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009223
AUTO NAIL GUN
12/01/13
319.01
319.01 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009224
SOUND ENCLOSURE AROUND FAN & E
12/O1/13
139.51
139.51 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009225
DCS 3500 CONVEYOR CUTTER SYSTE
12/01/13
25,641.43
25,641.43 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009226
ZPR 4000 ZIPPER MACHINE
12/O1/13
283.76
283.76 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009227
8- PFAFF MODELS 1425
12/O1/13
240.62
240.62 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009228
APEX ZPR-2 ZIPPER MACHINE
12/01/13
212.25
212.25 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009230
JUKI DOUBLE NEEDLE SEWING MACH
12/O1/13
303.78
303.78 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009231
UNITED SEWING MACHINE#300ZPR-
12/O1/13
382.63
382.63 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009233
DTI-7000 BRASS NAIL GUN
12/01/13
310.47
310.47 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009235
S91 CUTTER
12/O1/13
15,033.81
15,033.81 Broyhill
Production Equipment
10700
Cmpix-CtrWh/Pcmaker
009237
REMANUFACTURED HOFFMAN 38404 M
12/01/13
568.79
568.79 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009238
REBUILT SINGER 300W DOULBLE WE
12/01/13
240.89
240.89 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009239
PFAFF MODEL 1425 ELECTRONIC SE
12/O1/13
267.38
267.38 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009240
PFAFF MODEL 1425 ELECTRONIC SE
12/O1/13
267.38
267.38 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009241
REMANUFACTURED HOFFMAN 39404 M
12/01/13
332.71
332.71 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009244
JUKI MH-481 SEWING MACHINE SN:
12/O1/13
168.62
168.62 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009245
JUKI DOUBLE NEEDLE SEWING MACH
12/O1/13
334.67
334.67 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009246
DTI-7000 BRASS NAILER
12/O1/13
310.47
310.47 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009247
NESTER SOFTWARE TO BE USED W/A
12/01/13
728.77
728.77 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009248
4 GLUE GUNS AND 4 GLUE POTS
12/O1/13
140.68
140.68 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009249
DTI-7000 AUTO FEED BRASS NAIL
12/O1/13
310.47
310.47 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009250
MOTOR FOR GERBER MACHINE
12/O1/13
638.64
638.64 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009253
JUKI SEWING MACHINE SIN: LU0DE0
12/01/13
261.60
261.60 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009260
REMANUFACTURED HOFFMAN CENTRIF
12/O1/13
529.78
529.78 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009261
DTI-7000 AUTO. FEED BRASS NAIL
12/O1/13
620.95
620.95 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009268
(2) CONVEYOR CUTTER SYSTEMS
12/01/13
9,361.39
9,361.39 Broyhill
Production Equipment
10700
Cmpix-CtrWh/Pcmaker
009269
1 CONVEYOR CUTTER SYSTEM
12/O1/13
9,361.39
9,361.39 Broyhill
Production Equipment
10700
Cmpix-CtrWh/Pcmaker
009270
TWIN TABLE STATIC CUTTER SYSTE
12/01/13
24,238.49
24,238.49 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009271
MEASURING MACHINE FOR 60 FABRI
12/O1/13
384.25
384.25 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009273
PLASTIC FIBERGLASS CONTAINERS
12/O1/13
915.52
915.52 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009275
CLOTH CUTTERS
12/O1/13
144.00
144.00 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009278
AUTO. FEED BRASS NAIL GUN
12/O1/13
310.47
310.47 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009280
2INFINITY PLOTTERS & 1 AP REW
12/01/13
2,334.04
2,334.04 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009281
SEWING MACHINES
12/O1/13
864.03
864.03 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009282
SUPER SHODA ROUTER
12/O1/13
19,496,43
19,496.43 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009284
AUTO BRASS NAIL GUN
12/01/13
310.47
310.47 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009285
PLASTIC FIBERGLASS CONTAINERS
12/01/13
915.52
915.52 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009286
DTI 7000 BRASS NAIL GUN
12/O1/13
627.84
627.84 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009287
TROUGH FOR S91 GERBERTABLE
12/01/13
286.35
286.35 Broyhill
Support Equipment
10700
Cmpix-CtrWh/Pcmaker
009289
SANYO PROJECTOR FOR CUTTING ED
12/01/13
371.16
371.16 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009290
3 UNITED 8 STRAIGHT KNIVES"
12/O1/13
160.59
160.59 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 60 of 68
009291
PARTS FOR GERBER MACHINE & PLO
12/O1/13
104.21
104.21 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009295
BELTAX'S MOTOR ASSEMBLY FOR C
12/01/13
296.66
296.66 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009301
JUKI SEWING MACHINE L51342
12/O1/13
306.69
306.69 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009306
CUTTING TABLES
12/O1/13
960.06
960.06 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009315
AXIS MOTOR ASSY. FOR GERBER
12/O1/13
237.44
237.44 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009317
BRISTLE CLEANER FOR GERBER
12/01/13
630.70
630.70 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009320
VERSA CLIPPER 3000
12/01/13
429.30
429.30 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009321
VERSA CLIPPER 3000
12/O1/13
429.30
429.30 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009323
SPRING RAIL LINE
12/O1/13
227.88
227.88 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009326
VERSA CLIPPER 3000
12/01/13
429.30
429.30 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009332
Motor/Base for Shoda
12/O1/13
214.13
214.13 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009335
Installation of Routers
12/O1/13
2,594.44
2,594.44 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009336
Addition to Router#3
12/O1/13
1,863.61
1,863.61 Broyhill
Production Equipment
10700
Cmplx-CtrWh/Pcmaker
009344
Polystrap Signode Machine
12/O1/13
765.32
765.32 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009345
Saddle stch sewing mach369RB1
12/01/13
187.36
187.36 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009351
Electrical -Cut & Sew
12/O1/13
55.62
55.62 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009352
Cushion Stuffing Machine
12/O1/13
133.83
133.83 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009356
Cushion Filling Machine
12/O1/13
278.36
278.36 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009357
DTM 24" Wide Econo Feeder
12/O1/13
477.00
477.00 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009359
Power Supply Wiring
12/O1/13
344.50
344.50 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009366
Juki Sewing Machine
12/O1/13
347.15
347.15 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009367
Juki Sewing Machine
12/01/13
347.15
347.15 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009370
(3) METLER TOLEDO BENCH SCALES
12/01/13
169.68
169.68 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009374
ACCESSORIES FOR TUFTING MACHIN
12/O1/13
189.21
189.21 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009377
ROTARY BUTTON MAKING MACHINE
12/01/13
33.92
33.92 Broyhill
Support Equipment
10700
Cmplx-CtrWh/Pcmaker
009380
85 DATSUN FKLFT SN CF01-02189
12/O1/13
580.10
580.10 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009381
CROWN STOCKPICKER H 10705 002
12/O1/13
796.84
796.84 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009382
85 DATSUN FKLT SN CFOI-023212
12/01/13
723.77
723.77 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009385
ELEC ORDER SELECTOR#05030EA
12/O1/13
822.08
822.08 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009386
YALE ELEC ORDER SELECTOR SN OS
12/O1/13
812.81
812.81 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009388
5000 LB NISSAN FORKLIFT
12/O1/13
873.18
873.18 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009391
USED YALE ORDER SELECTOR SN#N5
12/O1/13
581.94
581.94 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009393
SKYJACK SCISSOR LIFT#73592
12/01/13
267.38
267.38 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009395
YALE HAND PALLET TRUCK#MPB040
12/O1/13
192.44
192.44 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
009396
Used Yale Order Picker
12/O1/13
534.24
534.24 Broyhill
Rolling Stock
10700
Cmplx-CtrWh/Pcmaker
010010
DT17000 Brass Nail Guns(4)
O1/O1/15
16,890.25
8,244.04 Broyhill
Support Equipment
9008
Cmplx-CtrWh/Pcmaker
TJG
Shoda Router
8,000.00
TJG
Shoda Router
8,000.00
TJG
Shoda Router
8,000.00
TJG
Vecoplan Grinder
1,500.00
TJG
Vecoplan Grinder
1,500.00
TJG
Lectra Cutting Machine
2,000.00
TJG
Embroidery Machine
6,000.00
TJG
Gerber Cutting Machine
2,000.00
TJG
Craftsman 34" Radial Drill Press
200.00
TJG
Chop Saw (upcut saw)
200.00
TJG
(3) Tannewitz 36" Band Saws
1,500.00
T1G
De Wait Miter Saw on stand
100.00
TJG
Richardson Trim & Bore Machine
200.00
TJG
Bell 24 Miter Saw
1,500.00
TJG
Corner Block Machine (bore & saw)
500.00

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 61 of 68
TJG
SCMI Gang Rip Saw
1,000.00
TJG
Mattison 404 Straight Line Rip Saw
1,200.00
005099
LABEL MATRIX SOFTWARE WITH PRI
12/01/13
248.09
005144
POWER PROCESSOR 200 SOFTWARE
12/01/13
67.47
005148
Gerber Technology Software
12/01/13
256.61
005149
Plant Floor Attendance
12/01/13
1,537.00
005440
2003 ACCT. 155 MISC. ADDITIONS
12/01/13
57.86
005638
KELLF.RSCAN SOFTWARE SYSTEM FOR
12/01/13
286.95
005639
SOL SOFTWARE
1Z/01/13
262.92
005640
FORECASTING SERVER & SOFTWARE
12/01/13
7,934.86
005641
UPHOLSTERY RESCHEDULING SOFTWA
12/01/13
1,885.04
005642
MYRIAD SOFTWARE FOR OUTLET
12/01/13
265.00
005643
120 SCANONLINE APPL. FOR BARCO
12/01/13
596.25
005644
PART OF ASSET#01001187
12/01/13
1,138.18
005645
AutoCAD 06 - Upgrade from 2002
12/01/13
1,569.17
005646
Synapse Lic. & Maint.
12/01/13
1,210.17
005647
Zethcon Configuration
12/01/13
1,399.20
005648
WIN SVR ENT 2003
12/01/13
114.76
005649
MVL-A WIN SVR 2003
12/01/13
150.08
005650
Business Objects Software
12/01/13
233.72
005651
Inventor Suite 2008
12/01/13
733.47
005652
SOFTWARE PACKAGE
12/01/13
1,183.72
005653
Loquendo Text To Sp. Software
12/01/13
184.51
005687
2004 ACCT. 155 MISC. ADDITIONS
12/01/13
22.22
005688
2002 ACCT. 155 MISC. ADDITIONS
12/01/13
26.50
005689
2003 ACCT. 155 MISC. ADDITIONS
12/01/13
26.50
005690
2004 ACCT. 155 MISC. ADDITIONS
12/01/13
41.04
009110
ACCUMARK SILHOUETTE PATTERN SY
12/01/13
14,628.42
009111
AM-260-D-PKG ACCUMARK (WORK ST
12/01/13
1,257.69
009112
ACCUMARK SYSTEM PACKAGE FOR PA
12/01/13
2,972.24
009119
AUTOCAD 2005
12/01/13
210.94
009120
ACCUMARK SILHOUETTE SOFTWARE
12/01/13
1,162.46
009121
SIGMATEK AUTOCAD SOFTWARE
12/01/13
3,333.70
248.09 Broyhill
Computer Software
9001
Visionary -Lenoir Chair
67.47 Broyhill
Computer Software
9008
Cmplx-CtrWh/Pcmaker
256.61 Broyhill
Computer Software
9008
Cmplx-CtrWh/Pcmaker
1,537.00 Broyhill
Computer Software
9008
Cmplx-CtrWh/Pcmaker
57.86 Broyhill
Computer Software
9023
Watson -Imp Logistics
286.95 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
262.92 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
7,934.86 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
1,885.04 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
265.00 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
596.25 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
1,138.18 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
1,569.17 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
1,210.17 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
1,399.20 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
114.76 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
150.08 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
233.72 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
733.47 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
1,183.72 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
184.51 Broyhill
Computer Software
9099
Visionary -Lenoir Chair
22.22 Broyhill
Computer Software
9305
Cmplx-CtrWh/Pcmaker
26.50 Broyhill
Computer Software
9305
Collage-Corp(LFC)
26.50 Broyhill
Computer Software
9305
Collage-Corp(LFC)
41.04 Broyhill
Computer Software
9305
Collage-Corp(LFC)
14,628.42 Broyhill
CE- Servers&Network
10700
Cmplx-CtrWh/Pcmaker
1,257.69 Broyhill
CE- Servers&Network
10700
Cmplx-CtrWh/Pcmaker
2,972.24 Broyhill
CE- Servers&Network
10700
Cmplx-CtrWh/Pcmaker
210.94 Broyhill
Computer Software
10700
Cmplx-CtrWh/Pcmaker
1,162.46 Broyhill
Computer Software
10700
Cmpix-CtrWh/Pcmaker
3,333.70 Broyhill
Computer Software
10700
Cmplx-CtrWh/Pcmaker

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 62 of 68
Heritage Home Group, LLC
Combined Vehicle Listing
•
• •
-.
-illaff4w
NC
Corporate office
HR
1984
Budd
TL
trailer
unregistered
NA
IMRMOIIMIMI�
1 BK10VA22EE215123
NC
X
43
Corporate office
HR
1999
Sterling
TR
box truck
YA-116592
83,284
2FZNCWYBXXAA84659
NC
X
140
Corporate office
HR
2000
Ford
VN
passenger van
CHV-8807
189,412
2FMZA5147YBA75464
NC
X
134
Corporate office
HR
2004
Chry
VN
passenger van
CHV-8810
139,017
2C8GP44R74R531264
NC
X
Corporate office
HR
2004
GMC
MP
Yukon
ELE-9021
79,432
1GKEK13Z74J330884
NC
X
321
Corporate office
HR
2005
Honda
MP
Pilot
VRE-4338
183,507
2HKYF18155H568842
NC
X
330
Corporate office
HR
2008
Honda
MP
Pilot
WZB-9090
213,366
5FNYF18208B023109
NC
X
123
Lenoir Upholstery
IT
2004
Chev
VN
cargo van
CHV-8809
118,111
1GNDM19X54B127744
NC
X
68 (303)
Lenoir Upholstery
Plant/Warehouse
1965
Fruehauf
TL
dust trailer
PT-46662
NA
FWF330501
NC
X
206
Lenoir Upholstery
Plant/Warehouse
1975
Fruehauf
TL
dust trailer
AC-49687
NA
CHS193319
NC
X
003 (319)
Lenoir Upholstery
Plant/Warehouse
1977
Fruehauf
TL
dust trailer
BR-15734
NA
CHY244744
NC
X
T9-D1
Lenoir Upholstery
Plant/Warehouse
1979
Budd
TL
dust trailer
AC-79595
NA
176443M
NC
X
T9-D2
Lenoir Upholstery
Plant/Warehouse
1979
lBudd
TL
Idust trailer
AC-79594
NA
176410M
NC
X
V-201
Lenoir Upholstery
Plant/Warehouse
1979
Budd
TL
Idust trailer
AC-49686
NA
176433M
INC
X
197-5(126
Lenoir Upholstery
Plant/Warehouse
1983
International
TK
dump truck
ER-5974
146,915
1 HTAA16E2DHA26915
NC
X
BCT-301
Lenoir Upholstery
Plant/Warehouse
1985
Fruehauf
TL
trailer
AC-62231
NA
1 H2V04822FC010515
NC
X
107
Lenoir Upholstery
Plant/Warehouse
1986
Fruehauf
TL
trailer
BW-54620
NA
1H2V04525GE0077666
NC
X
BCT-340
Lenoir Upholstery
Plant/Warehouse
1986
Great Dane
TL
trailer
AC-49698
NA
1 GRAA9623GS114805
NC
X
BCT-345
Lenoir Upholstery
Plant/Warehouse
1986
Great Dane
TL
trailer
AC-49699
NA
1 GRAA9622GS110423
NC
X
BCT-348
Lenoir Upholstery
Plant/Warehouse
1986
Great Dane
TL
trailer
AC-49700
NA
1GRAA9621GS114804
NC
X
BCT-349
Lenoir Upholstery
Plant/Warehouse
1986
Great Dane
TL Itrailer
AC-62203
NA
1GRAA9621GS110428
NC
X
V202
Lenoir Upholstery
Plant/Warehouse
1986
VANC
TL
dust trailer
AC-49688
NA
1VVV48204G1006072
NC
X
BCT-138
Lenoir Upholstery
Plant/Warehouse
1987
Fruehauf
TL Itrailer
AC-62210
NA
1H2V04826HA016817
NC
X
124
Lenoir Upholstery
Plant/Warehouse
1987
Great Dane
TL
trailer
BN-88573
NA
1GRAA9623HB174259
NC
X
B1
Lenoir Upholstery
Plant/Warehouse
1987
Great Dane
TL
trailer
AC-79514
NA
1 GRAA962XHS050103
NC
X
BCT-139
Lenoir Upholstery
Plant/Warehouse
1987
HOBB
TL
trailer
AC-62241
NA
1H2V04828HC011204
NC
X
BCT-124
LenoirUpholstery
Plant/Warehouse
1987 IHUB
TL
trailer
AC-62223
NA
1H5V04826HM032954
NC
X
BCT-136 I
Lenoir Upholstery
Plant/Warehouse
1987 JHUB
TL
trailer
AC-62216
NA
1H5V04827HM033014
NC
X
103
Lenoir Upholstery
Plant/Warehouse
1987 ITtrickland
TL
trailer
unregistered
NA
1S12E9489HD281809
NC
X
002(320)
Lenoir Upholstery
Plant/Warehouse
1987
Strickland
TL Idust
trailer
BR-15733
NA
1S12E8481HD290076
NC
X
105
LenoirUpholstery
Plant/Warehouse
1987
Strickland
TL Itrailer
BR-85817
NA
1S12E9481HE284312
NC
X
104
Lenoir Upholstery
Plant/Warehouse
1987
Strickland
TL
trailer
BR-85818
NA j1S12E948XHD282015
NC
X
BCT-102
Lenoir Upholstery
Plant/Warehouse
1987
Transport
TL
low boy trailer
AC-62236
NA 11139K47309H3013042
NC
X
BCT-132
Lenoir Upholstery
Plant/Warehouse
1987
Wabash
TL
trailer
AC-62217
NA
1JJV482T9HL107758
NC
X
BCT-143
Lenoir Upholstery
Plant/Warehouse
1987
Wabash
TL
trailer
AC-62221
NA
1JJV482T8HL107668
NC
X
BCT-152
LenoirUpholstery
Plant/Warehouse
1987
Wabash
TL
trailer
AC-62227
NA
1JJV482TIHL107690
NC
X
BCT-155
LenoirUpholstery
Plant/Warehouse
1987
Wabash
TL trailer
AC-62208
NA
1JJV482TXHL107848

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 63 of 68
Heritage Home Group, LLC
Combined Vehicle Listing
NC
X
113
Lenoir Upholstery
Plant/Warehouse
1988
Dorsey
TL
trailer
BR,85820
NA
1DTV42X28JW029698
NC
X
1
Lenoir Upholstery
Plant/Warehouse
1988
Fruehauf
TL
trailer
unregistered
NA
1 H2V04524JC003501
NC
X
4
Lenoir Upholstery
Plant/Warehouse
1988
Fruehauf
TL
trailer
unregistered
NA
1H2V0452XJC003504
NC
X
8
Lenoir Upholstery
Plant/Warehouse
1988
Fruehauf
TL
trailer
unregistered
NA
1 H2V04527JC003508
NC
X
186 (6)
Lenoir Upholstery
Plant/Warehouse
1988
Fruehauf
TL
trailer
unregistered
NA
1 H2V04523JC003506
NC
X
DH 13
Lenoir Upholstery
Plant/Warehouse
1988
Fruehauf
TL
trailer
BN-88558
NA
1 H25VO4520JC003513
NC
X
7
Lenoir Upholstery
Plant/Warehouse
1988
Fruehauf
TL
trailer
BN-88563 miss
NA
1 H2V04525JC003507
NC
X
DH 10
Lenoir Upholstery
Plant/Warehouse
1988
Fruehauf
TL
trailer
BN-88554
NA
1 H2V04525JC003510
NC
X
B3
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
trailer
unregistered
NA
1 GRAA9620JS072505
NC
X
BCT-362
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
trailer
unregistered
NA
1GRAA9622JS062820
NC
X
BCT-365
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
trailer
unregistered
NA
1 GRAA9623JS062812
NC
X
BCT-366
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
trailer
unregistered
NA
1GRAA9626JS062822
NC
X
BCT-350
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
trailer
AC-62204
NA
1 GRAA962XJS062810
NC
X
BCT-356
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
trailer
AC-49691
NA
1 GRAA9624JS062821
NC
X
BCT-357
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
trailer
AC-49692
NA
1 GRAA9622JS062803
NC
X
BCT-361
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
Itrailer
AC-49693
NA
1GRAA9621JS062811
NC
X
BCT-367
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
Itrailer
AC-62202
NA
1 GRAA962XJS062807
NC
X
BCT-368
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
Itrailer
AC-62201
NA
1 GRAA9624JS062804
NC
X
101
Lenoir Upholstery
PlantlWarehouse
1988
IMiller
TL
Itrailer
BR-85819
NA
1MLT14823JB145148
NC
X
108
Lenoir Upholstery
Plant/Warehouse
1988
Strickland
TL
trailer
BR-85822
NA
1S12E9480JE294271
NC
X
BCT-103
Lenoir Upholstery
Plant/Warehouse
1989
Great Dane
TL
trailer
AC-6-2220
NA
1 GRAA9624KS080110
NC
X
BCT-305
Lenoir Upholstery
Plant/Warehouse
1989
Kentucky
TL
trailer
AC-62240
NA
1 KKVA4828KLO83023
NC
X
BCT-302
Lenoir Upholstery
Plant/Warehouse
1989
Kentucky
TL
trailer
AC-62239
NA
1KKVA4822KLO83020
NC
X
BCT-307
Lenoir Upholstery
Plant/Warehouse
1989
Kentucky
TL
trailer
AC-62238
NA
1 KKVA4821 KL083025
NC
X
BCT-119
Lenoir Upholstery
Plant/Warehouse
1989
Stoughton
TL
trailer
unregistered
NA 11DWlA4824KS189106
NC
X
BCT-118
Lenoir Upholstery
Plant/Warehouse
1989 iStoughton
TL
trailer
AC-62228
NA
1DWIA4822KS189069
NC
X
BCT-171
Lenoir Upholstery
Plant/Warehouse
1990
Great Dane
TL
trailer
AC-62224
NA
1GRAA9621LS022036
NC
X
BCT-308
Lenoir Upholstery
Plant/Warehouse
1990
Stoughton
TL
trailer
AC-62230
NA
1DW1A4825LS666806
NC
X
BCT-309
Lenoir Upholstery
Plant/Warehouse
1990
Stoughton
TL
trailer
AC-62233
NA
1DW1A4827LS666807
NC
X
BCT-310 1
Lenoir Upholstery
Plant/Warehouse
1990
Stoughton
TL
trailer
AC-62234
NA
1DWIA4827LS666810
NC
X
BCT-311
Lenoir Upholstery
Plant/Warehouse
1990
Stoughton
TL
trailer
AC-62232
NA
1DW1A4829LS666808
NC
X
742072D
Lenoir Upholstery
Plant/Warehouse
1990
Strickland
TL
trailer
AC-79598
NA
1S2E9488LD317398
NC
X
F3
Lenoir Upholstery
Plant/Warehouse
1990
Utility
TL
45' utility -flatbed
AC-62242
NA
1 UYFS2425LA325402
NC
X
BCT-320
Lenoir Upholstery
Plant/Warehouse
1991
Fruehauf
TL
trailer
AC-62243
NA
1H2V04826MB040118
NC
X
BCT-322
Lenoir Upholstery
Plant/Warehouse
1991
Fruehauf
TL
trailer
AC-62214
NA
1H2V04821MB040124
NC
X
BCT-323
Lenoir Upholstery
Plant/Warehouse
1991
Fruehauf
TL
trailer
AC-62213
NA
1H2V04824MB040120
NC
X
BCT-325
Lenoir Upholstery
Plant/Warehouse
1991
Fruehauf
TL trailer
AC-62211
NA
1H2V04828MB040122

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 64 of 68
Heritage Home Group, LLC
Combined Vehicle Listing
•
• •-.
NC
X
BCT-326
Lenoir Upholstery
Plant/Warehouse
1991.
Fruehauf
TL
trailer
AC-62212
NA
1H2V0482XMB040123
NC
X
BCT-321
Lenoir Upholstery
Plant/Warehouse
1991
Fruehauf
TL
trailer
AC-49694
NA
1 H2V04828MB040119
NC
X
BCT-163
Lenoir Upholstery
Plant/Warehouse
1992
Great Dane
TL
trailer
AC-62209
NA
1 GRAA9627NS036221
NC
X
BCT-319
Lenoir Upholstery
Plant/Warehouse
1992
Kentucky
TL
trailer
AC-49695
NA
1 KKVA4826NL092419
NC
X
317
Lenoir Upholstery
PlantAlVarehouse
1992
Kentucky
TL
trailer
AC-49685
NA
1KKVA4822NL092417
NC
X
BCT-315
Lenoir Upholstery
Plant/Warehouse
1992
Kentucky
TL
trailer
AC-49683
NA
1KKVA4829NL092415
NC
X
BCT-316
Lenoir Upholstery
Plant/Warehouse
1992
Kentucky
TL
Itrailer
AC-49684
NA
1KKVA4820NL092416
NC
X
BCT-337
Lenoir Upholstery
Plant/Warehouse
1993
Great Dane
TL
trailer
AC-62215
NA
1GRAA9623PS057702
NC
X
1766
Lenoir Upholstery
Plant/Warehouse
1993
Great Dane
TL
Itrailer
AC-79600
NA
1 GRAA9624PS021405
NC
X
LV-9
Lenoir Upholstery
Plant/Warehouse
1993
International
TK
box truck
unregistered
275,606
1HTSCPHM2PH498880
NC
X
T9-4
Lenoir Upholstery
Plant/Warehouse
1993
Strickland
TL
trailer
AC-65001
NA
1S12E948XPD361411
NC
X
2274
Lenoir Upholstery
Plant/Warehouse
1993
Strickland
TL
trailer
AC-79599
NA
I1S12E9486PD362345
NC
RDC-9 (P4
Lenoir Upholstery
Plant/Warehouse
1994
Ottawa
switcher
spot tractor
unregistered
1479 hrs
71689
NC
X
P10-3
Lenoir Upholstery
Plant/Warehouse
1995
jChev
TK
flatbed
YA-116570
237,991
1GBM7H1J7SJ101198
NC
X
16
Lenoir Upholstery
Plant/Warehouse
1995
IChev
TK
box truck
EX-6964
80,016
J8BB4B1K9S7005093
NC
X
U8 (62)
1 Lenoir Upholstery
Plant/Warehouse
1995
Chev
VN
I cargo van
CHV-8806
109,790
1 GCGG39K9SF206109
NC
X
305
Lenoir Upholstery
Plant/Warehouse
1995
Ford
TK
Ipick up
VZA-7472
187,658
1 FTEF14YXSNA93917
NC
1
Lenoir Upholstery
Plant/Warehouse
1995
Ottawa
switcher
I spot tractor
unregistered
71992
NC
X
BFQ-6
Lenoir Upholstery
Plant(Warehouse
1995
WHGM (Volt'
TR
tractor- tandem
YA-116572
455,674
4VIJDBRFXSR838242
NC
X
BCG-58
Lenoir Upholstery
Plant/Warehouse
1996
Chev
TK
box truck
YA-116569
298,540
1GBM7H1J3TJ100308
NC
X
U12
Lenoir Upholstery
PlanWVarehouse
1998
Chev
TK
pick up
CHV-7845
84,047
1GCFC24R4WZ182957
NC
X
RDC-7
Lenoir Upholstery
Plant/Warehouse
1998
Chev
TK
box truck
YA-116576
273,431
1GBM7H1C6WJ113348
NC
X
1 ILenoir
Upholstery
PlantfWarehouse
1998
Ford
VN
cargo van
CHV-7852
85,384
1FBSS31S5WHB19701
NC
X
672(U17)
Lenoir Upholstery
Plant/Warehouse
1998
International
TK
box truck
ER-5972
308,000
1HTSCAALOWH524647
NC
X
BCT-71
Lenoir Upholstery
Plant/Warehouse
1999
Capacity
switcher
spot tractor
unregistered
4LMBF5111XL011365
NC
X
U6
Lenoir Upholstery
Plant/Warehouse
1999
Chev
VN
cargo van
CHV-8805
172,001
1 GCGG25RXX1145144
NC
X
P10-2
Lenoir Upholstery
Plant/Warehouse
1999
Chev
VN
passengervan
EL-1364
85,933
1GCGG25R9X1020250
NC
X
U13
Lenoir Upholstery
Plant/Warehouse
1999
Dodge
TK
pick up
unregistered (pl
151,065
3B7HC16Y1XM584526
NC
X
325
Lenoir Upholstery
Plant/Warehouse
1999
Ford
TK
pick up
WSX-9305
182,787
1FTNF20L7XEE12553
NC
X
U3
Lenoir Upholstery
Plant/Warehouse
2000 jChev
VN
passengervan
CHV-8802
99,122
1GAHG39RXY1267176
NC
X
U10
Lenoir Upholstery
Plant/Warehouse
2000
Chev
VN
cargo van
CHV-8804
131,188 11GNDM19WOYBI17197
NC
X
BCG-2
Lenoir Upholstery
Plant/Warehouse
2000
Chev
VN
EL-1361
301,271
1GCGG25R9Y1175902
NC
X
P10-1
Lenoir Upholstery
Plant/Warehouse
2000
Ford
TK
flat bed (F350)
EL-1359
98,540
1FDWW36F7YEC74716
NC
X
67 (U9)
Lenoir Upholstery
Plant/Warehouse
2000
Ford
VN
cargo van
CHV-8698
128,703
2FMZA5140YBC23924
NC
X
57
Lenoir Upholstery
Plant/Warehouse
2000
Ford
VN
passenger van
CHV-8700
144,696
2FMZA504XYBC62859
NC
X
26
Lenoir Upholstery
Plant/Warehouse
2000
Sterling
TR
tractor -tandem
YA-116597
275,606
2FWPEWCB4YAG09806
NC
X
LV-1
Lenoir Upholstery
Plant/Warehouse
2000
Toyota
VN
passenger van
CEH-5069
163,710
4T3GF19COYU269817

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 65 of 68
Heritage Home Group, LLC
Combined Vehicle Listing
NC
X
BCT-55
Lenoir Upholstery
Plant/Warehouse
2001
Chev
TK
pickup
HF-6573
193,361
1GCGC24U91Z211113
NC
X
74
Lenoir Upholstery
Plant/Warehouse
2001
Chev
VN
passengervan
CHV-8692
122,132
1GNDM19W71B129563
NC
X
286
Lenoir Upholstery
Plant/Warehouse
2001
Ford
TK
pickup
BZ-5220
99,799
1FDNF20L61EC24058
NC
X
U16
Lenoir Upholstery
Plant/Warehouse
2001
International
TK
box truck
YA-116581
317,492
1HTSCAAN91H355156
NC
X
65
Lenoir Upholstery
Plant/Warehouse
2001
Sterling
TR
tractor
YA-116586
401,400
2FWJAZAS81AH49143
NC
X
335
Lenoir Upholstery
Plant/Warehouse
2002
Ford
SW
Taurus SE
VZA-8301
165,919
1FAFP58U52A196286
NC
X
U1
Lenoir Upholstery
Plant/Warehouse
2003
IChev
VN
passengervan
CHV-8697
152,061
1GNDX03E43D210965
NC
X
98
Lenoir Upholstery
Plant/Warehouse
2003
Trailmobile
TL
trailer
AC-79579
NA
2MN01JAH531003345
NC
X
099-G
Lenoir Upholstery
Plant/Warehouse
2004
GMC
TK
passengervan
CEH-2762
175,193
1GDFG15T741153730
NC
X
099-S
Lenoir Upholstery
Plant/Warehouse
2004
GMC
TK
passengervan
CEH-2760
175,343
1 GDFG15T641154125
NC
X
099-B
Lenoir Upholstery
Plant/Warehouse
2004
GMC
TK
passengervan
CEH-2759
192,431
1GDFG15T941147816
NC
X
116
Lenoir Upholstery
Plant/Warehouse
2004
Wabash
TL
Itrailer
AC-65016
NA
1JJV482W341-883842
NC
X
P-1
Lenoir Upholstery
Plant/Warehouse
2005
Chev
TK
pick up
VNM-4427
103,569
1GCEC14V95Z264149
NC
X
126
Lenoir Upholstery
Plant/Warehouse
2006
Sterling
TR
tractor
YA-116600
517,560
2FWJA3CV06AV32730
NC
X
197L-1
Lenoir Upholstery
Plant/Warehouse
2011
Caon
utility traile
utility trailer
AC-62245
NA
4YMUL1214BG023406
NC
X
197L-3
Lenoir Upholstery
Plant/Warehouse
2012
Caon
utility traile
utility trailer
AC-62244
NA
4YMUL1822CGO06539
NC
100110
Lenoir Upholstery
Plant/Warehouse
2015
Freightliner
TR
tractor -LEASED
2231476
187,090
3AKJGEDV3FSGB6930
NC
X
BCT-168
Lenoir Upholstery
Plant/Warehouse
1991
Strickland
TL
trailer
AC-62219
NA
1 S1 2E9482MD337146
NC
X
BCT-166
Lenoir Upholstery
Plant/Warehouse
1992
Great Dane
TL
trailer
AC-62226
NA
1 GRAA9627NS036204
NC
X
C5
Lenoir Upholstery
Plant/Warehouse
1970
Lufkin
TL
trailer
AC-79591
NA
31858
NC
X
10
Lenoir Upholstery
Plant/Warehouse
1975
Lufkin
TL
trailer
AC-79592
NA
45567
NC
X
BCT-125 I
Lenoir Upholstery
Plant/Warehouse
1987
Fruehauf
TL
trailer
AC-62222
NA
1H2V04825HA016808
NC
X
BCT-137 ILen0
irUpholstery
Plant/Warehouse
1987
Fruehauf
TL
trailer
AC-62229
NA
1H2V04828HA016835
NC
X
BCT-156
Lenoir Upholstery
Plant/Warehouse
1987
Wabash
TL
trailer
AC-62207
NA
1JJV482TBHL107850
NC
X
BCT-353
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
trailer
AC-62205
NA
1 GRAA9623JS062809
NC
X
BCT-355
Lenoir Upholstery
Plant/Warehouse
1988
Great Dane
TL
trailer
AC-62206
NA
1 GRAA9629JS062815
NC
X
T9-6
Lenoir Upholstery
Plant/Warehouse
1990
Strickland
TL
trailer
AC-79597
NA
1S12E9484LD317401
NC
X
BCT-318
Lenoir Upholstery
Plant/Warehouse
1992 lKentucky
TL
trailer
AC-49696
NA
1KKVA4824NLO92418
NC
X
BCT-160
Lenoir Upholstery
Plant/Warehouse
1993
Great Dane
TL
trailer
AC-62218
NA
1 GRAA9626PBO53904
NC
X
BCT-200
Lenoir Upholstery
Plant/Warehouse
1995
Stoughton
TL
trailer
AC-62235
NA
1DW1A4825SS931304
NC
X
304
Lenoir Wood
Plant
1968
Fruehauf
TL
dust trailer
AE-31782
NA
FWJ303103
NC
X
120
Lenoir Wood
Plant
1969
Fruehauf
TL
trailer
AC-79588
NA
MAJ176818
NC
X
32
Lenoir Wood
Plant
1975
Gind
TL
dust trailer
R-30878
NA
126880M
NC
X
33
Lenoir Wood
Plant
1975
Gind
TL
trailer
R-30879
NA
125426M
NC
X
Lenoir Wood
Plant
1977
Budd ITL
dust trailer
AE-31849
NA
139342E
NC
�176
X
175
Lenoir Woad 1
Plant 11977
IBudd
ITL
Idust
trailer
BN-36454
NA
142917M
NC
X
4508
Lenoir Wood IPlant
11983
1
Dorsey
TL Itrailer
AC-95951
NA
1DTVlUW20DA160727

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 66 of 68
Heritage Home Group, LLC
Combined Vehicle Listing
REHIJILM
•
• •
•-.
NC
X
4509
Lenoir Wood
Plant
1983
Dorsey
TL
trailer
AC-79577
NA
,
1DTV11W28DA160720
NC
X
P104
Lenoir Wood
Plant
1984
GMC
TR
flatbed
EN-1752
94,756
IGDHC34M1EV509688
NC
X
C4
Lenoir Wood
Plant
1987
Thur
TL
trailer
AC-79587
NA
1TA114524HI125914
NC
X
N-10
Lenoir Wood
Plant
1988
Fontana
TL
flat bed trailer
AC-79590
NA
13N1452C7JI54466
NC
X
4
Lenoir Wood
Plant
1988
Mono
TL
trailer
AC-79576
NA
1NNVA5327UM112979
NC
X
136
Lenoir Wood
Plant
1989
International
TR
tractor
YA-116596
138,307
1HSLRDBN6KH677150
NC
X
174
Lenoir Wood
Plant
1989
Kentucky
TL
Idust trailer
BN-36453
NA
1 KKVA4520KL085367
NC
X
168
Lenoir Wood
Plant
1990
Fruehauf
TL
Iflat bed
BN-88570
NA
1 H2PO4526LW005101
NC
X
48
Lenoir Wood
Plant
1995
Freightliner
TK
box truck
YA-116595
92,397
1 FV6HLBA8SL686269
NC
X
12
Lenoir Wood
Plant
1998
Great Dane
TL
trailer
AC-95947
NA
1 GRDM9022WM003002
NC
X
22
Lenoir Wood
Plant
1999
Fruehauf
TL
trailer
AC-95964
NA
1JJV482FOXF613826
NC
X
85
Lenoir Wood
Plant
1999
Sterling
TR
tractor
YA-116583
109,182
2FWPCMDB6XAA67678
NC
X
46
Lenoir Wood
Plant
2000
Ford
TK
dump truck
ER-5969
87,316
3FDNX654XYMA01905
NC
X
89
Lenoir Wood
Plant
2000
Sterling
TR
tractor
YA-116598
421,596
2FWPEWCBIYAF51993
NC
X
314
Lenoir wood
Plant
2002
Ford
TK
F350 crew cab
BZ-5219
130,920
1 FTSW30S02EA54625
NC
X
104
Lenoir Wood
Plant
2003
Ford
TK
pick up
DFT-8739
70,800
1FTRF17283NB29386
NC
X
99
Lenoir Wood
Plant
2003
Trailmobile
TL
trailer
AC-79578
NA
2MN01JAH731003346
NC
NC
X
331
Lenoir Wood
Plant
2005
Dodge
VN
passenger van
YYV-8239
176,291
I D4GP24R35B367326
X
6
Lenoir Wood
Plant
1978
Fruehauf
TL
trailer
AC-79583
NA
CHZ271626
NC
X
117
Lenoir Wood
Plant
1983
Dorsey
TL
trailer
AC-79580
NA
1 DTV1 1 W22DAl 61426
NC
X
11
ILenoirWood
Plant
1998
Great Dane
TL
trailer
AC-79582
NA
1GRDM9020WM003001
NC
X
DH-17 I
Chair
Warehouse
1981
Fruehauf
TL
trailer
BR-85825
NA
1H2V04525BC019501
NC
X
143 1
Chair
Warehouse
1984
Strickland
TL
trailer
BR-85823
NA
1S12E9487ED255446
NC
X
125 IChair
1
Warehouse
1985
Great Dane
TL
trailer
BN-88572
NA
IGRAA9627FS151211
NC
X
144
Chair
Warehouse
1985
Strickland
TL
trailer
BR-85814
NA
1S12E9481FD265262
NC
X
111
Chair
Warehouse
1986
Strickland
TL Itrailer
BR-85816
NA
1S12E948OGD274584
NC
X
182 (2)
Chair 1
Warehouse
1988
Fruehauf
TL Itrailer
unregistered
NA
1 H2V/4526JC003502
NC
X
12
Chair
Warehouse
1988
Fruehauf
TL Itrailer
BN-88559
NA
1H2V04529JC003512
NC
X
112
Chair 1
Warehouse
1988
Miller
TL Itrailer
BR-85821
NA
1 MLT14824JBI45014
NC
X
116
Chairl
Warehouse
1989
Mono
TL
trailer
BN-88574
NA
1NNVA4820KM128266
NC
X
1713
Chair 1
Warehouse
1992
Great Dane
TL
trailer
AE-32199
NA
1 GRAA9623NS071807
NC
Morrison Ave DC
Warehouse
1979
Great Dane
TL
trailer
NONE
NA
98075
NC
X
4529
Morrison Ave DC
Warehouse
1983
Dorsey
TL
trailer
AC-95957
NA
I DTV11 W27DA160725
NC
X
4512
Morrison Ave DC
Warehouse
1983
Dorsey
TL
trailer
AC-95952
NA
1 DTV11 W24DA161427
NC
X
031
Morrison Ave DC
Warehouse
1985
Stoughton
TL trailer
AC-95946
NA
1DW1A4823FS470352
NC
X 173
Morrison Ave DC
Warehouse
1993
Great Dane
TL trailer
AC-95948
NA
1 GRAA9620PS021417
NC
X Inone
I
Morrison Ave DC lWarehouse
1997
Holm
TL
utility trailer
AC-65011
NA
1C9UP1223VH568103

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 67 of 68
Heritage Home Group, LLC
Combined Vehicle Listing
NC
X
63
Morrison Ave DC
Warehouse
1998
Ford
TK
roll back
YA•116593
118,138
1 FDZS96POWVA39544
NC
X
021
Morrison Ave DC
Warehouse
1999
Fruehauf
TL
trailer
AC-95960
NA
1JJV482F6XF613829
NC
X
023
Morrison Ave DC
Warehouse
1999
Fruehauf
TL
trailer
AC-95959
NA
1JJV482F3XF525675
NC
X
025
Morrison Ave DC
Warehouse
1999
Fruehauf
TL
trailer
AC-95963
NA
1JJV4821`7XF613824
NC
X
020
Morrison Ave DC
Warehouse
1999
Fruehauf
TL
trailer
AC-95961
NA
1 JJV482F9XF613825
NC
X
034
Morrison Ave DC
Warehouse
2000
Chev
TK
pick up
EN-1748
76,429
1 GCFC24T5YE132378
NC
X
54
Morrison Ave DC
Warehouse
2000
Ford
TK
dump truck
ER-5970
52,738
3FDNF654XYMA29612
NC
X
51
Morrison Ave DC
Warehouse
2000
Fruehauf
TL
trailer
AC-79593
NA
1JJV482F5YF606596
NC
X
59
Morrison Ave DC
Warehouse
2001
Chev
TK
pick up
CHV-7860
72,336
1GCEC14WXlZ118202
NC
X
55
Morrison Ave DC
Warehouse
2001
Fruehauf
TL
trailer
AC-65009
NA
1 JJV482F31 F726127
NC
X
056
Morrison Ave DC
Warehouse
2001
Fruehauf
TL
trailer
AC-65008
NA
1JJV482F11F726126
NC
X
A2526A3
Morrison Ave DC
Warehouse
2001
UTILITY
TL
trailer
CK-28523
NA
1 UYVS25361 P492221
NC
X
A2557A3
Morrison Ave DC
Warehouse
2001
UTILITY
TL
Itrailer
CK-28524
NA
1 UYVS25371 P627206
NC
X
105
Morrison Ave DC
Warehouse
2003
Ford
TK
1pick up
CHV-7859
74,893
1FTRF17233NA71431
NC
X
109
Morrison Ave DC
Warehouse
2003
Sterling
TK
box truck
ER-5971
57,351
2FZACFCT43AL71436
NC
X
A2693A3
Morrison Ave DC
Warehouse
2003
UTILITY
TL
trailer
AE-22905
NA
1 UYVS253X3PO82699
NC
X
110
Morrison Ave DC
Warehouse
2004
Sterling
TR
tractor- single
YA-116588
158,570
2FWBCHAK34AM60097
NC
X
112
Morrison Ave DC
Warehouse
2004
Wabash
TL
trailer
AC-65005
NA
1JJV482W54L883843
NC
X
114
Morrison Ave DC
Warehouse
2004
Wabash
TL
trailer
AC-65003
NA
1JJV482W04L883846
NC
X
115
Morrison Ave DC
Warehouse
2004
Wabash
TL
trailer
AC-65002
NA
1JJV482W94L883845
NC
X
113
Morrison Ave DC
Warehouse
2004
Wabash
TL
trailer
AC-65004
NA
1JJV482W74L883844
NC
X
111
Morrison Ave DC
Warehouse
2004
Wabash
TL
trailer
AC-65006
NA
1JJV482W14L883841
NC
X
125
Morrison Ave DC
Warehouse
2005
Chev
VN
passenger van
CHV-8811
147,050
1 GNDM19X45B105414
NC
X
23
Morrison Ave DC
Warehouse
1971
Fruehauf
TL
trailer
unregistered
NA
CHN127746
NC
X
21
Morrison Ave DC
Warehouse
1971
Gind
TL
trailer
unregistered
NA
75648
NC
X
65
Morrison Ave DC
Warehouse
1977
Fruehauf
TL
trailer
unregistered
NA
MEY529938
NC
X
4501
Morrison Ave DC
Warehouse
1983
Dorsey
TL
trailer
AC-65015
NA
1 DTV11 W26DA161431
NC
X
029
Morrison Ave DC
Warehouse
1988
Mono
TL
trailer
AC-65013
NA
1NNVA4820JM114690
NC
X
024
Morrison Ave DC
Warehouse
1999
Fruehauf
TL
trailer
AE-32200
NA
1JJV482FIXF525674
NC
X 152
1
Morrison Ave DC
Warehouse
2000
Fruehauf ITL
itrailer
AC-65012
NA
1JJV482F9YF606598
NC
X
53 I
Morrison Ave DC
Warehouse
2000
Fruehauf ITL
trailer
AC-65010
NA
1JJV482F7YF606597

Case 18-11736-KG Doc 393-1 Filed 10/23/18 Page 68 of 68
Section 6.08 of the Disclosure Schedules —Conduct of Business
None.