rbk Doc#349 Filed 05/10/18 Entered 05/10/18 09:07:41 Main Document Pg 1 of 9

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1 rbk Doc#34 Filed 05/10/18 Entered 05/10/18 0:07:41 Main Document Pg 1 of The relief described hereinbelow is SO ORDERED. Signed May 10, Ronald B. King Chief United States Bankruptcy Judge IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: A GACI, L.L.C., Debtor. Chapter 11 Case No rbk-11 SECOND AMENDMENT TO FINAL ORDER AUTHORIZING USE OF CASH COLLATERAL AND GRANTING ADEQUATE PROTECTION CAME ON for consideration the Debtor s Agreed Expedited Motion to Further Modify the Termination Date and Amend the Budget with Respect to this Court s Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection (the Motion ) filed by A GACI, L.L.C. (the Debtor ), in the above-styled, Chapter 11 case (the Chapter 11 Case ); and the Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and

2 rbk Doc#34 Filed 05/10/18 Entered 05/10/18 0:07:41 Main Document Pg 2 of the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2) and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Motion in the Court is proper pursuant to 28 U.S.C and 140; and the Court having found that the relief requested in the Motion is in the best interest of the Debtor s estate, its creditors, and other parties-in-interest; and the Court having found that the Debtor s notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and the Court having reviewed and considered the Motion, and the consent of the Secured Creditor to the terms of this Second Amendment to Final Cash Collateral Order and the use of cash collateral as set forth herein, and the Court having heard the statements in support of the relief requested in the Motion at the hearing before the Court (the Hearing ); and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefore, the Court is of the opinion that the Motion should be GRANTED IT IS HEREBY FOUND AND DETERMINED THAT: A. This Second Amendment to Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection (this Second Amendment to Final Cash Collateral Order ) is entered by this Court with the consent of (i) the Debtor; and (ii) JPMorgan Chase Bank, N.A. (the Secured Creditor ). B. This Second Amendment to Final Cash Collateral Order amends the terms of the Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection [Dkt No. 171] dated February 21, 2018 (the Final Cash Collateral Order ), as amended by the First

3 rbk Doc#34 Filed 05/10/18 Entered 05/10/18 0:07:41 Main Document Pg 3 of Amendment to Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection [Dkt No. 260] dated March 2, 2018 (the First Amendment to Final Cash Collateral Order ). 1 C. The Debtor does not have sufficient available sources of working capital and financing to operate its business without the use of Cash Collateral. D. Without the continued use of Cash Collateral, the Debtor will be unable either to pay necessary payroll, costs, operating expenses, and capital expenditures, or obtain goods and services needed to preserve, maintain and, maximize the value of the Debtor s estate. E. The terms of this Second Amendment to Final Cash Collateral Order are fair and reasonable and reflect the Debtor s exercise of prudent business judgment consistent with its fiduciary duties. F. The Secured Creditor has consented to the Debtor s continued use of Cash Collateral, but only upon the terms set forth in the Final Cash Collateral Order, as amended by the First Amendment to the Final Cash Collateral Order and this Second Amendment to Final Cash Collateral Order. G. The terms upon which the Secured Creditor is willing to consent to the Debtor s continued use of Cash Collateral have been negotiated in good faith and at arm s length among the Debtor and the Secured Creditor. The Debtor believes that the terms upon which the Secured Creditor is willing to consent to the Debtor s continued use of Cash Collateral are the best and only option. IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT: 1 Capitalized terms not otherwise defined in this Second Amendment to Final Cash Collateral Order shall have the meanings ascribed to such terms in the Final Cash Collateral Order

4 rbk Doc#34 Filed 05/10/18 Entered 05/10/18 0:07:41 Main Document Pg 4 of 1. The Motion is GRANTED, as conditioned and set forth in this Second Amendment to Final Cash Collateral Order. 2. The definition of Termination Date under paragraph 5 of the Final Cash Collateral Order, as amended by paragraph 2 of the First Amendment to Final Cash Collateral Order, is hereby further amended as follows: the language May 5, 2018 is deleted and replaced with July 31, The Budget, as defined in paragraph 2 of the Final Cash Collateral Order and replaced by paragraph 3 of the First Amendment to Final Cash Collateral Order, is hereby replaced by the budget attached as Schedule 1 to this Second Amendment to Final Cash Collateral Order (the Second Amended Budget ). The Second Amended Budget shall be subject to all of the terms and conditions contained in the Final Cash Collateral Order, as amended by the First Amendment to Final Cash Collateral Order and this Second Amendment to Final Cash Collateral Order. 4. The Final Cash Collateral Order shall further be amended by replacing Paragraph 18 of the Final Cash Collateral Order with the following: The Debtor agrees that failure to materially comply with the following milestone covenants (the Bankruptcy Milestones ) shall constitute an Event of Default (as defined herein), unless any such conditions have been waived or modified by the Secured Creditor in its sole discretion: (i) (ii) By not later than May 7, 2018, the Debtor shall have filed a Chapter 11 plan of reorganization for the Debtor (the Plan ) and a disclosure statement describing the Plan (the Disclosure Statement ); By not later than May 18, 2018, the Debtor shall have obtained a binding and executed exit-financing commitment letter (the Commitment Letter ) from the Debtor s proposed exit lender under the Plan and shall have filed the Commitment Letter in the Chapter 11 Case as a supplement to the Disclosure Statement; (iii) By not later than June 15, 2018, the Debtor will have obtained this Court s approval of the Disclosure Statement pursuant to Bankruptcy Code 1125; and/or (iv) By not later than July 31, 2018, the Debtor will have confirmed the Plan in this Chapter 11 Case pursuant to Bankruptcy Code

5 rbk Doc#34 Filed 05/10/18 Entered 05/10/18 0:07:41 Main Document Pg 5 of 5. The Final Cash Collateral Order and the First Amendment to Final Cash Collateral Order are hereby amended to the extent provided in this Second Amendment to Final Cash Collateral Order and, except as specifically provided herein, the Final Cash Collateral Order shall remain in full force and effect in accordance with its terms. 6. This Court shall retain jurisdiction with respect to the interpretation or implementation of this Second Amendment to Final Cash Collateral Order. 7. To the extent there exists any conflict between the Final Cash Collateral Order (as amended by this Second Amendment to Final Cash Collateral Order) and any motion, pleading, document, or agreement, the Final Cash Collateral Order (as amended by this Second Amendment to Final Cash Collateral Order) shall govern and control. 8. To the extent any finding of fact can be construed as a conclusion of law, or any conclusion of law can be construed as a finding of fact, it is hereby deemed as such. # # # AGREED AS TO FORM AND SUBSTANCE: /s/ Ian T. Peck Ian T. Peck State Bar No David Staab State Bar No HAYNES AND BOONE, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 7521 Telephone: Facsimile: ian.peck@haynesboone.com david.staab@haynesboone.com ATTORNEYS FOR DEBTOR -and

6 rbk Doc#34 Filed 05/10/18 Entered 05/10/18 0:07:41 Main Document Pg 6 of /s/ W. Steven Bryant W. Steven Bryant Texas Bar. No Federal I.D. No LOCKE LORD LLP 600 Congress Avenue, Ste Austin, Texas Telephone: (512) Facsimile: (512) sbryant@lockelord.com COUNSEL FOR SECURED CREDITOR

7 rbk Doc#34 Filed 05/10/18 Entered 05/10/18 0:07:41 Main Document Pg 7 of Schedule 1 Second Amended Budget

8 rbk Doc#34 Filed 05/10/18 Entered 05/10/18 0:07:41 Main Document Pg 8 of AGACI Cash Flow Budget ($s in 000s) Updated 5/3/2018 Post Petition Week Number Actual / Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast 15 Week Week Ending Saturday 21 Apr 28 Apr 5 May 12 May 1 May 26 May 2 Jun Jun 16 Jun 23 Jun 30 Jun 7 Jul 14 Jul 21 Jul 28 Jul Total I. Receipts 1) Memo: Normal Course Sales 2,584 2,388 2,538 2,658 2,334 2,454 2,456 2,630 2,335 2,323 2,221 2,541 2,526 2,378 2,557 36,23 2) Memo: Store Closure Sales ) Memo: Total Sales 2,643 2,41 2,566 2,685 2,352 2,471 2,467 2,630 2,335 2,323 2,221 2,541 2,526 2,378 2,557 37,113 4) Forecasted B&M Comp Sales 23.2% 23.2% 23.2% 12.7% 12.7% 12.7% 12.7% 10.0% 10.0% 10.0% 10.0% 10.0% 11.5% 11.5% 11.5% 5) Forecasted Ecom Comp Sales 2.5% 2.5% 2.5% 10.0% 10.0% 10.0% 10.0% 12.5% 12.5% 12.5% 12.5% 12.5% 15.0% 15.0% 15.0% 6) Sales Receipts 2,628 2,283 3,055 2,38 3,101 2,272 2,864 2,363 2,22 2,167 2,06 2,755 2,25 3,032 2,314 38,506 7) Receipts Adjustment / Other 8) Total Cash Receipts 2,628 2,283 3,055 2,38 3,101 2,272 2,864 2,363 2,22 2,167 2,06 2,755 2,25 3,032 2,314 38,506 II. Operating Disbursements ) Merchandise Disbursements 1,20 1,17 1,17 1,078 1,478 1,278 1, ,133 1,082 1,046 1,048 1,075 1,088 1,045 16,85 10) Rent, Occ. and Utilities , , , ,513 5,62 11) Payroll & Employee Benefits 15 1, , , , , , , ,434 12) Sales Tax Disb ,046 13) Other Operating Expenses ,606 14) Total Operating Disbursements 2,487 2,487 3,184 2,424 1,784 2,26 2,20 2,024 1,366 3,075 2,782 2,54 1,336 2,84 2,771 37,00 15) Operating Cash Flow 141 (205) (12) (26) 1,317 (654) (57) 338 1,557 (08) (687) (458) 1,47 III. Non Operating Disbursements 16) Capital Expenditures ) ABL Interest Expense & Unused Fee ) ABL Legal Fees ) Term Loan Amort 20) Term Loan Interest Expense 21) Total Non Op Disbursements IV. Restructuring Disbursements 22) Utility Deposits 23) Store Closure Severance 24) Shipping Motion 25) Credit Card Holdbacks 26) Restructuring Professionals ,816 27) Store Liquidation Expense ) Exit Financing Fees ) US Trustee Quarterly Fees ) Exit Costs TBD 31) Total Restructuring Disbursements ,170 32) Net Cash Flow (18) (233) (13) (324) 1,2 (682) (278) (117) 1,434 (11) (68) (21) (655) (850) V. Liquidity 33) Beginning ABL Balance 5,88 5,20 5,850 5,780 5,780 5,737 5,737 5,65 5,65 5,652 5,652 5,610 5,610 5,567 5,567 5,88 34) ABL Draw / (Pay Down) (6) (70) (70) (43) (43) (43) (43) (43) (43) (464) 35) Ending ABL Balance 5,20 5,850 5,780 5,780 5,737 5,737 5,65 5,65 5,652 5,652 5,610 5,610 5,567 5,567 5,525 5,525 36) Less: Letters of Credit 37) Total Loan Balance 5,20 5,850 5,780 5,780 5,737 5,737 5,65 5,65 5,652 5,652 5,610 5,610 5,567 5,567 5,525 5,525 38) Net Borrowing Base 7,721 7,62 7,655 7,630 7,317 7,512 7,525 7,62 7,451 7,388 7,255 7,244 7,76 7,55 7,45 7,45 0 3) Beginning Book Cash 1,430 1, , , ,430 40) Change in Cash (257) (303) (263) (324) 1,256 (682) (320) (117) 1,32 (11) (732) (21) (68) (1,313) 41) Cancelled Checks 42) Ending Book Cash 1, , , ) Float 1, , , , ,231 1,231 44) Total Liquidity 2,750 1,41 1, ,333 1,51 1, ,418 1,482 1, ,271 1,415 1,348 1,348 5/7/2018 6:34 PM Page 1 of 2

9 rbk Doc#34 Filed 05/10/18 Entered 05/10/18 0:07:41 Main Document Pg of AGACI Cash Flow Budget ($s in 000s) Updated 5/3/2018 Post Petition Week Number Actual / Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast 15 Week Week Ending Saturday 21 Apr 28 Apr 5 May 12 May 1 May 26 May 2 Jun Jun 16 Jun 23 Jun 30 Jun 7 Jul 14 Jul 21 Jul 28 Jul Total 45) Book Cash Balance 1, , , ) + Net Borrowing Base 7,721 7,62 7,655 7,630 7,317 7,512 7,525 7,62 7,451 7,388 7,255 7,244 7,76 7,55 7,45 7,45 47) ABL Loan Balance (5,20) (5,850) (5,780) (5,780) (5,737) (5,737) (5,65) (5,65) (5,652) (5,652) (5,610) (5,610) (5,567) (5,567) (5,525) (5,525) 48) Over Collateralization 2,75 2,712 2,483 2,134 3,120 2,633 2,367 2,355 3,611 2,637 1,815 1,783 2,08 2,842 2,088 2,088 VI. Working Capital Forecast 4) Beginning Inventory 10,40 11,03 11,178 11,13 11,037 11,432 11,572 11,710 11,660 11,65 11,686 11,688 11,541 11,382 11,308 10,40 50) + Purchases 1,357 1,17 1,17 1,078 1,478 1,278 1,278 1,185 1,133 1,082 1,046 1,048 1,075 1,088 1,045 17,567 51) Product Margin 53.4% 53.4% 53.4% 53.6% 53.6% 53.6% 53.6% 53.0% 53.0% 53.0% 53.0% 53.0% 51.1% 51.1% 51.1% 52.% 52) Sales at Cost (1,204) (1,112) (1,182) (1,234) (1,083) (1,13) (1,140) (1,236) (1,07) (1,02) (1,044) (1,14) (1,235) (1,162) (1,250) (17,404) 53) Liquidating Sales at Cost 54) Ending Inventory 11,03 11,178 11,13 11,037 11,432 11,572 11,710 11,660 11,65 11,686 11,688 11,541 11,382 11,308 11,103 11,103 55) Beginning A/R ) + Credit Card Sales 1,175 1,146 1,153 1,20 1,146 1,163 1,13 1,203 1,105 1,0 1,028 1,174 1,110 1,132 1,224 17,340 57) Credit Card Collections (1,144) (1,164) (1,148) (1,203) (1,237) (1,153) (1,174) (1,17) (1,167) (1,102) (1,073) (1,082) (1,150) (1,118) (1,166) (17,27) 58) Ending A/R ) Beginning A/P (271) (124) (124) (124) (124) (124) (124) (124) (271) 60) + Purchases 1,357 1,17 1,17 1,078 1,478 1,278 1,278 1,185 1,133 1,082 1,046 1,048 1,075 1,088 1,045 17,567 61) Payments (1,20) (1,17) (1,17) (1,078) (1,478) (1,278) (1,278) (661) (1,133) (1,082) (1,046) (1,048) (1,075) (1,088) (1,045) (16,85) 62) Pre petition Write off 63) Ending A/P (124) (124) (124) (124) (124) (124) (124) ) Beginning Sales Tax , ) Collections ,85 66) Payments (863) (55) (100) (55) (10) (407) (100) (55) (10) (713) (100) (55) (10) (503) (10) (3,046) 67) Ending Accrued Sales Tax , VII. Borrowing Base Forecast 68) Credit Card A/R ) Less: Chargebacks and Fees (15) (15) (15) (15) (15) (15) (15) (15) (15) (15) (15) (15) (15) (15) (15) (15) 70) Eligible CC A/R ) Advance Rate 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 72) CC A/R Availability ) Prior Week Ending Gross Inventory 10,40 11,03 11,178 11,13 11,037 11,432 11,572 11,710 11,660 11,65 11,686 11,688 11,541 11,382 11,308 11,308 74) Shrink (641) (68) (737) (71) (83) (888) (38) (88) (1,034) (1,080) (1,123) (1,172) (1,21) (1,266) (1,317) (1,317) 75) RTVs, Damages, Mismatches 76) Twig Accessories () () () () () () () () () () () () () () () () 77) Total Eligible Inventory 10,20 10,35 10,432 10,32 10,18 10,535 10,625 10,713 10,616 10,606 10,553 10,507 10,314 10,107,82,82 78) Advance Rate 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 7) NOLV 87.1% 87.1% 87.1% 84.3% 84.3% 84.3% 84.3% 80.5% 80.5% 80.5% 80.5% 80.5% 85.2% 85.2% 85.2% 85.2% 80) Total Inventory Availability 8,066 8,14 8,177 7,885 7,730 7,3 8,061 7,762 7,61 7,684 7,646 7,612 7,08 7,750 7,654 7,654 81) Gross Borrowing Base 8,815 8,881 8,13 8,68 8,463 8,735 8,820 8,526 8,400 8,38 8,312 8,360 8,620 8,474 8,430 8,430 82) Less: Debtors Prof Fees Carve Out (1) (668) (746) (73) (652) (70) (767) (81) (504) (543) (583) (622) (662) (437) (473) (50) (50) 83) Less: Creditors Prof Fees Carve Out (1) (152) (16) (11) (142) (162) (182) (202) (120) (132) (145) (160) (180) (112) (132) (152) (152) 84) Less: Gift Cards Reserve (274) (274) (274) (274) (274) (274) (274) (274) (274) (274) (274) (274) (274) (274) (274) (274) 85) Net Borrowing Base 7,721 7,62 7,655 7,630 7,317 7,512 7,525 7,62 7,451 7,388 7,255 7,244 7,76 7,55 7,45 7,45 (1) The Professional Fee Carve Out identified in budget lines 82 and 83 ( Debtors Prof Fees Carve Out and Creditors Prof Fees Carve Out, respectively) is based on the assumption that covered professionals are paid on an interim basis, as provided in budget line 26 ( Restructuring Professionals ). To the extent that the interim payments provided in budget line 26 are not made for any reason, the carve outs will increase accordingly. The Professional Fee Carve Out excludes the fees of Gordon Brothers, which are contemplated to be paid within budget line item 27 ( Store Liquidation Expenses ). 5/7/2018 6:34 PM Page 2 of 2